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Previous: EXPRESSIONS GRAPHICS INC, SB-1, EX-3.(II), 2000-06-09 |
Next: EXPRESSIONS GRAPHICS INC, SB-1, EX-23.(I), 2000-06-09 |
Jeffrey H. Mackay
ATTORNEY AT LAW
4855 Voltaire Street San Diego, California 92107
Tel: 1-888-799-7998 or 619-758-1973 Fax: 619-222-4764
E-Mail: [email protected]
Expressions Graphics, Inc
14260 Garden Road, Suite #B-724
Poway, California 92064
Attn: Mr. Drechsler
Re: Opinion of Legality - Form SB-1 of Expressions Graphics, Inc Corporation filed with the Securities and Exchange Commission on or about May 25, 2000 ("Form SB-1")
Dear Mr..Drechsler:
We render this opinion as special counsel to Expressions Graphics, Inc, a Nevada corporation ("the Company"), in connection with its registration of 1,500,000 shares of its common stock ("the Shares") for sale to the public through the Company's Prospectus included within its Registration Statement on Form SB-1 as filed with the Securities and Exchange Commission on or about May 25, 2000.
In connection with this representation, we have examined the originals, or copies identified to our satisfaction, of such minutes, agreements, corporate records and filings and other documents necessary to our opinion contained in this letter. We have also relied as to certain matters of fact upon representations made to us by officers and agents of the Company. Based upon and in reliance on the foregoing, it is our opinion that:
| 1. |
The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Nevada, and has full
corporate power and authority to own its properties and conduct its business as described
in the Prospectus referred to above. |
| 2. |
When issued and distributed to the purchasers thereof, the Shares will be
duly and validly issued and will be fully paid and non-assessable. |
| 3. |
The shareholders of the Company have no pre-emptive rights to acquire
additional shares of the Company's Common Stock or other securities in respect of the
Shares. |
We have assumed, but not independently verified, the genuineness of all the signatures on all documents, letters, opinions and certificates, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity of all documents submitted to us as certified or Photostat copies and the authenticity of the originals of such copies.
Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement. We have not acted as legal counsel to the Company in any previous capacity whatsoever. We offer no opinions whatsoever concerning the accuracy or completeness of the prospectus.
Very truly yours,
/s/ Jeffrey H. Mackay
Jeffrey H. Mackay, Esq. Attorney at Law
Page E-1
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