OCTOBER 5, 2000
COKINOS, BOSIEN & YOUNG
ATTORNEYS AT LAW
1500 WOODSON TOWER
2919 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(713) 535-5500
FAX: (713) 535-5533
CarPartsOnSale.com, Inc.
580 Aviator Drive
Fort Worth, Texas 76179
RE: Registration Statement on Form SB-2
Gentlemen:
We have acted as counsel to you in connection with the proceedings for
the authorization and issuance by CarPartsOnSale.com, Inc., a Delaware
corporation (the "Company") of up to 2,000,000 shares (the "Shares") of the
Company's common stock, no par value per share (the "Common Stock"), and the
preparation and filing of a registration statement on Form SB-2 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), which you are filing with the Securities and Exchange
Commission with respect to the Shares.
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion. In connection therewith, we have assumed the following:
(a) the filing and effectiveness of the Registration Statement and any
amendments thereto; (b) due execution by the Company and counter-signature by
its transfer agent of certificates representing the Shares; (c) the offering and
sale of the Shares as contemplated by the Registration Statement; and (d)
receipt by the Company of the consideration required for the Shares contemplated
by the Registration Statement.
Based upon the foregoing, we are of the opinion that upon issuance as
described in the Registration Statement, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
COKINOS, BOSIEN & YOUNG
A PROFESSIONAL CORPORATION
BY:
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BRIAN K. BOSIEN
