ERIC P. LITTMAN, PA
7695 SW 104 Street
Suite 210
Miami, FL 33156
(305) 663-3333 Facsimile (305) 668-0003
January 16, 2001
Board of Directors
Heavensent Bears, Inc.
6821 Knightswood Drive
Orlando, FL 32818
Gentlemen:
We have acted as counsel for Heavensent Bears, Inc., a Florida corporation
(the "Company"), in connection with the issuance of the Shares described
in the prospectus of the Company (the "Prospectus"), contained in
the Registration Statement on Form SB-2 of the Company bearing file
No. 333-49582.
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) By-laws of the Company, as amended to date; (c)
Certificates from the Secretary of State of the State of Florida,
dated as of a recent date, stating that the Company
is duly incorporated and in good standing in the State of Florida;
(d) Share Certificate of the Company; (e) The Registration
Statement and all exhibits thereto. In addition to the foregoing,
we have also relied as to matters of fact upon the
representations made by the Company. 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 jurisdiction
of its incorporation and has full corporate power and
authority to own its properties and conduct its business as
described in the Registration Statement. The authorized
capital stock of the Company consists of 100,000,000 shares
of Common Stock, $.00001 par value.
Proper corporate proceedings have been taken validly to authorize
such authorized capital stock and all the outstanding shares of
such capital when delivered in the manner and/or on the terms
described in the Registration Statement (after it is declared effective),
will 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.
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 hereby 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,
/s/Eric P. Littman
Eric P. Littman
Very truly yours,
