July 7, 2000
Securities and Exchange Commission
Washington, D.C.
Re: Freelance.com, Inc.
To Whom It May Concern:
Freelance.com, Inc. is a corporation duly incorporated and validly
existing and in good standing under the laws of the state of Nevada.
Freelance has full corporate powers to own its property and conduct
its business, as such business is described in the prospectus.
Freelance 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 (2,000,000) shares
of common stock at a price of $0.05 per share, for sale in Freelance's
proposed public offering.
We have acted as counsel to Freelance 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 Freelance and interviewed
representatives of Freelance 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
photostatic copies. As to all questions of fact material to this
opinion which have not been independently established, we have relied
upon statements or certificates of officers or representatives of
Freelance.
All of the 2,000,000 shares being registered are now authorized but
unissued shares.
Based upon the foregoing, we are of the opinion that the 2,000,000
shares of common stock of Freelance being registered for sale by
Freelance, when issued and sold pursuant to this Registration
Statement will be 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/
Shawn F. Hackman, Esq.
Shawn F. Hackman, a PC.
