AMY L. CLAYTON
ATTORNEY AT LAW
(801) 944-0173/FAX (801)944-1268
September 18, 2000
Board of Directors
ZurichKirch Corp.
3945 South Wasatch Blvd. #282
Holladay, Utah 84124
Re: Registration Statement on Form SB-2 for ZurichKirch Corp, a Nevada
corporation
Gentlemen:
This Opinion is submitted pursuant to the applicable rules of the Securities
and Exchange Commission with respect to the registration for public sale of
5,895,000 shares ("the shares") of the Company's common stock, $.001 par
value, 1,000,000 of which are offered by the Company and 4,895,000 of which
are to be sold or transferred by selling shareholders.
Facts. In rendering my opinion, I base it upon certain facts. I have had the
opportunity to conduct due diligence through discussions with management, and
I have examined certain corporate documents, copies of which were supplied to
me by the officers of the Company.
These include, but are not limited to: Financial Statements; Articles of
Incorporation (and any amendments thereto), By-Laws of the Company; Minutes of
meetings or corporate resolutions; stockholders' lists; 1934 Act), and a
resolution of the board of directors dated July 16, 2000, approving the
issuance of the shares hereunder. I have also examined your proposed
Registration Statement and Prospectus, which you intend to use in the
placement of the shares of stock. These documents define the scope of my
review.
In reviewing such documents, I have come across no irregularity or
circumstance which might give rise to any question concerning the propriety of
the actions of the Board of Directors in issuing or authorizing the transfer
of any shares of the Corporation. My examination did not reveal anything that
would tend to indicate that my reliance upon the due diligence information is
unwarranted, or that the corporate records, including stock transfer lists and
related documents, are in any way inaccurate. No information or records were
discovered to indicate the Corporation had issued any shares other than those
set forth in the Corporation's corporate and stock transfer records.
Based on the foregoing, I am of the opinion that, under the laws of the State
of Nevada, the Shares have been and will be duly and validly issued and are
fully paid and non-assessable.
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I am constrained to advise you that your company is obliged under the law to
make prompt public disclosure of any corporate development which would have
the effect of materially contradicting or changing the materials I have
examined; to keep, maintain, and make public accurate financial information at
least on an annual basis; and to insure that your stockholders, brokers who
may trade in your company's shares, and potential investors therein have ready
access at all times to any and all information about your company which would
be of a sort to affect the judgment of a reasonable investor.
It is my understanding that you, as well as the shareholders that come within
the purview of this opinion letter, intend to rely upon the opinions set forth
herein. Accordingly, I hereby grant the Board of Directors permission to use
this opinion letter in such manner as it deems necessary to manifest its
reliance thereon, and consent to the use of this opinion letter by any such
shareholders. However I caution anyone referring to this opinion that opinion
letters of counsel are not binding upon the Securities and Exchange
Commission, nor upon the courts. To the extent that persons relying on this
letter may have knowledge of facts or circumstances that are contrary to those
upon which this opinion is based, then the opinion would not be applicable. In
addition, this opinion is expressly based upon the facts stated herein, and
may not be relied upon in the event that other facts, not presently known by
me, should come to light. In the event such facts and representations are
determined not to be true this opinion shall be null and void. I have not
conducted any independent investigation of the particular truth of the
information contained in your Information Statement, and do not, therefore,
opine as to the veracity of that information.
Once again, no opinion is expressed with respect to any federal or state law
not expressly referenced herein. I would be pleased to answer any further
questions you may have about this opinion.
Sincerely,
/s/ Amy L. Clayton
Amy L. Clayton
Attorney at Law
