GUSRAE, KAPLAN & BRUNO
120 Wall Street
New York, New York 10005
(212) 269-1400
FAX (212) 809-5449
August 23, 2000
TO THE BOARD OF DIRECTORS OF:
SB Merger Corp.
305 East Grand River
Brighton, MI 48116
Re: SB Merger Corp.
Form SB-2
SEC File No. 333-39044
Dear Sir and Madam:
We have acted as special counsel to SB Merger Corp., a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company of
a registration statement (the "Registration Statement") on Form SB-2, File No.
333-39044, under the Securities Act of 1933, as amended, relating to the public
offering of 125,000 shares of the Company's Common Stock, $.001 par value (the
"Common Stock").
We have examined the Certificate of Incorporation and By-laws of the
Company, the minutes of the various meetings and consents of the Board of
Directors of the Company, drafts of the Underwriting Agreement relating to the
offering of the shares of Common Stock, forms of certificates representing the
Common Stock, originals or copies of all such records of the Company,
certificates of public officials, certificates of officers and representatives
of the Company and others, and such other documents, certificates, records,
authorizations, proceedings, statutes, judicial decisions and opinions of
counsel as we have deemed necessary to form the basis of the opinion expressed
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to originals of all documents submitted to us as copies thereof. As
to various questions of fact material to such opinion, we have relied upon
statements and certificates of officers and representatives of the Company and
others.
Based upon the foregoing, we are of the opinion that the foregoing shares
of Common Stock have been duly authorized and, when issued and sold in
accordance with the terms described in the Prospectus forming a part of the
Registration Statement ("Prospectus") will be validly issued, fully paid and
nonassessable.
<PAGE>
To the Board of Directors of
SB Merger Corp.
August 23, 2000
Page -2-
This opinion is rendered solely for your information and assistance in
connection with the Registration Statement, and may not be relied upon for any
other purpose without our prior written consent.
We hereby consent to our firm being named in the Registration Statement and
the Prospectus in the section entitled "Legal Matters."
We further consent to your filing a copy of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ GUSRAE, KAPLAN & BRUNO
JJD/tf
