Exhibit 5 and Exhibit 23(ii)
RICHARD D. SURBER
ATTORNEY- AT- LAW
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Telephone - (801) 575-8073 Ext. 106
Facsimile - (801) 575-8092
July 25, 2000
Board of Directors
EnterNet, Inc.
1403 East 900 South
Salt Lake City, Utah 84105
Re: Form SB-2 Registration Statement
Gentlemen:
I have acted as a special counsel for EnterNet, Inc., a Nevada corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission ("the Commission") under the Securities Act of 1933, as
amended, ("the Act") of a registration statement on Form SB-2 (the "Registration
Statement"). This opinion relates to the issuance of 10,000,000 shares of the
Company's common stock, par value $.01 per share ("Shares"), which the Company's
Board of Directors has authorized the filing of the Registration Statement on
Form SB-2 with the Securities and Exchange Commission (the "Commission"). In
connection with the Company's filing of the Registration Statement, you have
requested my opinion regarding the validity of the issuance of the
aforementioned Shares.
This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.
In connection with the preparation of this Opinion, I have examined the
following:
o The Company's Articles of Incorporation and Bylaws;
o The Registration Statement herein referenced;
o The authorization and approval, dated July 10, 2000, by the Company's
Board of Directors of the Shares and Registration Statement;
o Such other documents as I have deemed necessary for the purposes of
this Opinion.
55
<PAGE>
Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this Opinion. This
Opinion is qualified by the scope of the document review specified herein and I
make no representations as to the sufficiency of my investigation for this
Opinion. I further expressly exempt from this Opinion any representations as to
the completeness, adequacy, accuracy or any other aspect of the financial
statements in the Registration Statement.
The documentation and representations provided to me for this Opinion by the
Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company's Board of
Directors has authorized the filing of the Registration Statement; and that the
number of shares to be included in the Registration Statement are available for
issuance based upon corporate documentation and on the amount of shares actually
issued and outstanding. As such, I am of the opinion that the Shares herein
referenced have been;
o Duly and validly authorized, in that as of the date of this opinion
the number of shares to be issued is not greater than the number of
shares authorized by the certificate of incorporation and that the
shares are of a type that are permitted under the laws of the State of
Nevada;
o Validly issued, in that as of the date of this opinion the Company's
director has duly authorized the issuance of the shares, no agreement
prevents EnterNet from issuing the shares and the form of stock
certificate is proper; and
o Fully paid and non-assessable, in that prior to issuing the shares,
EnterNet will receive the consideration necessary, which is
permissible consideration for the shares offered and the purchaser of
shares does not have the right to tender the shares to EnterNet and
receive in return the amount he paid to the company.
This opinion is based upon and subject to the qualifications and limitations
specified below:
o In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued
thereunder will be validly issued, fully paid and nonassessable, I
assumed that: (1) the Company's Board of Directors has exercised good
faith in establishing the value paid for the Shares; (2) all issuances
and cancellations of the capital stock of the Company will be fully
and accurately reflected in the Company's Stock Records as provided by
the Company's transfer agent; and (3) the consideration, as determined
by the Company's Board of Directors, to be received in exchange for
each issuance of common stock of the Company, has been, or will be,
paid in full and actually received by the Company before the shares
are issued.
o I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company and
have assumed that no person or entity has engaged in fraud or
misrepresentation regarding the inducement relating to, or the
execution or delivery of, the documents reviewed.
o In rendering this opinion I have assumed that all signature are
genuine, that all documents submitted to me as copies conform
substantially to the originals, that all documents have been duly
executed on or as of the date represented on the documents, that
execution and delivery of the documents was duly authorized on the
part of the parties, that all documents are legal, valid and binding
on the parties and that all corporate records are complete.
56
<PAGE>
o I have assumed that the Company is satisfying the substantive
requirements of Form SB-2 and I expressly disclaim any opinion
regarding the Company's compliance with such requirements, whether
they are of federal or state origin, or any opinion as to the
subsequent tradeability of any Shares issued pursuant to the
Registration Statement.
o I am admitted to practice law in the State of California. I am not
admitted to practice law in the State of Nevada or in any other
jurisdiction where the Company may own property or transact business.
This opinion is with respect to federal law only and I have not
consulted legal counsel from any other jurisdiction for the purpose of
the opinion contained herein. I expressly except from this opinion any
opinion as to whether or to what extent a Nevada court or any other
court would apply Nevada law, or the law of any other state or
jurisdiction, to any particular aspect of the facts, circumstance and
transactions that are the subject of this opinion.
o This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as to the signature date with
respect to the same. I assume no responsibility to advise you of any
subsequent changes or developments which might affect any aspect to
this opinion.
Further, this opinion is limited to the Company complying the pertinent
provisions of the Securities Act of 1933 and such "blue sky" and securities laws
as may be applicable, including but not limited to the Company's agreement to
not issue any certificate for any shares, nor accept or solicit any offer for
sale of the securities being registered in this Registration Statement until
such time as the Registration Statement becomes effective.
I, hereby, consent to the use of this opinion as an exhibit to the Registration
Statement. This opinion may not be used, relied upon, circulated, quoted or
otherwise referenced in whole or in part for any purpose without my written
consent.
Sincerely,
/s/ Richard D. Surber
------------------------
Richard D. Surber
Attorney at Law
57
<PAGE>
