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EXHIBIT 5
Law Office of Jennifer Pulver
Emerald Plaza
402 West Broadway, Fourth Floor
San Diego, CA 92101
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November 15, 2000
Board of Directors
Del Cerro Enterprises, Inc.
2635 Camino del Rio So. #211
San Diego, CA 92108
Re: My Legal Opinion Pursuant to SEC Form SB-2 Registration Statement - Del
Cerro Enterprises, Inc.
Dear Ladies and Gentlemen:
You have requested my opinion as counsel for Del Cerro Enterprises, Inc., a
Nevada corporation (the "Company") and certain of its shareholders (the "Selling
Shareholders") in connection with a Registration Statement on Form SB-2 and the
prospectus included therein (collectively the "Registration Statement") to be
filed with the Securities and Exchange Commission.
1. The Registration Statement: The Registration Statement with respect to
4,189,000 shares (the "Shares") of common stock $.001 par value per
share (the "Common Stock") of the Company to be held by the security
holders named in the registration statement.
2. Basis for Opinion: The documentary basis and other basis for this
opinion is my review and analysis of the below listed items:
a. The Company's Articles of Incorporation, Certificate
of Amendment, By-Laws, Minutes of Board of Directors
Meeting, Minutes of Shareholder Meeting and
Shareholders Lists (collectively the "Company
Records").
b. The Registration Statement.
c. The eligibility requirements for the use of Form SB-2
set forth in General Instructions A and B of Form
SB-2 (the "Eligibility Requirements").
I have assumed that the documents and signatures examined by me are genuine and
authentic and that the persons executing such documents have the legal capacity
to execute any such documents.
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Del Cerro Enterprises, Inc.
November 15, 2000
Page -2-
3. Legal Opinion: Based upon my review of the Company Records, the
Registration Statement and the Eligibility
Requirements, I am of the opinion that:
a. Organization and Qualification: The Company is a
corporation duly incorporated, validly existing and
in good standing under the laws of its jurisdiction
of incorporation, and has the requisite corporate
power and authority to conduct its business, and to
own, lease and operate its properties, as more
specifically described in the Registration Statement.
b. Compliance With Eligibility Requirements of Form
SB-2: After reasonable investigation, I have no
actual knowledge that the Eligibility Requirements
for use of Form SB-2 have not been satisfied with
respect to the Registration Statement.
c. Shares Duly Authorized and Validly Issued: That the
Shares and as specifically set forth in the
Registration Statement, have duly authorized, legally
and validly issued, and fully paid and are
non-assessable.
d. Consent to Use of Legal Opinion: I hereby consent to
the reference to my name in the Registration
Statement under the caption "Legal Matters" and to
the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do
hereby admit that I come within the category of a
person whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the
general rules and regulations thereunder.
Very truly yours,
/s/ Jennifer Pulver
Jennifer Pulver
Attorney at Law
