August 7,2000
Mr. Anthony J. Genova Jr,, President
CarsUnlimited.Com. Inc.
10 Cedar Swamp Rd.
Glencoe. New York 11542
Re: Shares to be Registered on Form SB-2 (the "Shares")
Dear Mr. Genova:
We have acted as counsel for CarsUnlimited.Com, Inc., a Nevada corporation (the
'Company), and certain of its shareholders (the "Selling Shareholders") in
connection with the issuance of the Shares described in the prospectus of the
Company dated 7, 2000 (the "prospectus"). contains in the Registration Statement
on Form SB-2 of the Company. In connection with this matter, we have examined
the originals or copies certified or otherwise identified to our satisfaction of
the following:
(a) Articles of Incorporation of the Company, as amended to date;
(b) Bylaws of the Company, as amended to date;
(C) Certifies or confirmation from the Secretary of State of the State of
Nevada dated as of a recent date, stating that the Company is duly incorporated
and in good standing in the State of Nevada.
(d) Share Certificate of the Company; and The Registration Statement
and all exhibits thereto.
In addition To the foregoing we have also relied as to matters of fact upon the
representation made by the Company and their representatives and upon
representations made by the Selling Shareholders. In addition, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us certified or photostatic copies. Based upon and in reliance
upon the foregoing, and after examination of such corporate and other records,
certificates and other documents and such matters of law as we have deemed
applicable or relevant to this opinion, it is our opinion that the Company has
been duly incorporated and is validly existing as a corporation in good standing
under the laws of the State of Nevada and has the full power and authority to
own its properties and to conduct its business as described in the Registration
Statement, The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, with a par value of .001 per share, of which, there are
25,5000,000 shares issued and outstanding, and no shares of Preferred Stock or
other forms of shares.
Proper corporate proceedings have been taken to validly authorized such capital
stock and all the, outstanding shares of such capital stock (including the
Shares), when delivered in the manner and or on the terms described in the
Registration Statement (after it is declared effective). will be duly and
validly issued, fully paid and non-assessable. The Shareholders of the Company
have no preemptive rights with respect to the Common Stock of the Company. In
addition, we have participated in conferences with representatives of the
Company at which time the contents of the Registration Statement and prospectus
and related matters were discussed. 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 not admit that I come within the category of a person whose
consent is required under Section 7 of the Securities Act of 1933, or the
general rules and regulations thereunder.
Very truly yours,
By:/S_________________
-------------------
Thomas F. Pierson, Esq.
