Exhibit 5.1
Thomas C. Cook and Associates, Ltd.
Attorneys and Counselors at Law
3110 South Valley View, Suite 106
Las Vegas, Nevada 89102
Telephone (702) 876-5941
Fax (702) 876-8865
www.esquireonline.com
January 9, 2001
To: Board of Directors, Mercado Industries, Inc.
Re: Registration Statement of Form SB-2 (the "Registration Statement")
Gentlemen:
We have acted as your counsel in connection with the proposed issue and
sale by Mercado Industries, Inc., a Nevada corporation (the "Company")
of up to a maximum aggregate of 3,000,000 shares and a minimum of
1,600,000 shares of Common stock, $0.001 par value (the "Company
Shares") on the terms and conditions set forth in the Registration
Statement.
In that connection, we have examined original copies, certified or
otherwise identified to our satisfaction, of such documents and
corporate records, and have examined such laws or regulations, as we
have deemed necessary or appropriate for the purposes of the opinions
hereinafter set forth.
Based on the foregoing, we are of the opinion that:
1. The company is a corporation duly organized and validly existing
under the laws of the State of Nevada, and 2. The issue and sale of the
Company Shares to be sold pursuant to the terms of the Registration
Statement as filed with the SEC have been duly authorized and, upon the
sale thereof in accordance with the terms and conditions of the
Registration Statement be validly issued, fully paid and non-assessable.
We hereby consent to be named in the Prospectus forming Part I of the
aforesaid Registration Statement under the caption, "Legal Opinions" and
the filing of this opinion as an Exhibit to said Registration Statement.
Sincerely,
/s/ Thomas C. Cook, Esq.
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Thomas C. Cook, Esq.
