January 3, 2001
Securities and Exchange Commission
Washington, D.C.
Re: PowerNomics Enterprise Corporation
To Whom It May Concern:
PowerNomics Enterprise Corporation is a corporation duly incorporated and
validly existing and in good standing under the laws of the state of Delaware.
The Company has full corporate powers to own its property and conduct its
business, as such business is described in the prospectus. The Company is
qualified to do business as a foreign corporation in good standing in every
jurisdiction in which the ownership of property and the conduct of business
requires such qualification.
This opinion is given in connection with the registration with the Securities
and Exchange Commission of two million five hundred thousand (2,500,000) shares
of common stock at a price of $8.00, for sale in the Company's proposed public
offering.
We have acted as counsel to the company in connection with the preparation of
the Registration Statement on Form SB-2, pursuant to which such Shares are being
registered and, in so acting, we have examined the originals and copies of the
corporate instruments, certificates and other documents of the Company and
interviewed representatives of the Company to the extent we deemed it necessary
in order to form the basis for the opinion hereafter set forth. In such
examination we have assumed the genuineness of all signatures and authenticity
of all documents submitted to me as certified or
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Securities and Exchange Commission
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photostatic copies. As to all questions of fact material to this opinion which
have not been independently established, we have relied upon statements of
officers or representatives of the Company.
All of the 2,500,000 Shares being registered are now authorized but unissued
shares. Based upon the foregoing, we are of the opinion that the 2,500,000
Shares of Common Stock of the Company being registered for sale by the Company,
when
issued and sold pursuant to this Registration Statement will be duly authorized,
legally issued, fully paid and non-assessable.
The undersigned hereby consents to the use of this opinion in connection with
such Registration Statement and its inclusion as an exhibit accompanying such
Registration Statement.
Very truly yours,
/s/ SCHONFELD & WEINSTEIN, L.L.P.
SCHONFELD & WEINSTEIN, L.L.P.
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