LAMBERTH & STEWART, P.L.L.C
ATTORNEYS AND COUNSELORS
2840 Lincoln Plaza
500 North Akard
Dallas, Texas 75201
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Telephone (214)740-4270
Facsimile (214)740-4266
July 27, 2000
Discount Mortgage Source, Inc.
Attention: Mr. Michael Kamps
750 I-30 East, Suite 170
Rockwall, TX 75087
Dear Mr. Kamps:
As the sole director, officer and major shareholder of Discount
Mortgage Source, Inc. (the "Corporation"), you have requested that I review the
Corporation's documents in connection with the issuance of its Common Stock, par
value of $0.001 per share (the "Common Stock"), upon organization and pursuant
to a public offering of a maximum of not more than 2,000,000 shares and a
minimum of not less than 240,000 shares, at a price of $0.25 per share.
In this respect, I have examined the following documents of the
Corporation:
1. Articles of Incorporation filed with the Secretary of State of
Texas, on July 11, 2000 authorizing fifty million (50,000,000)
shares of $0.001 par value capital stock.
2. A set of Bylaws approved and adopted by the Corporation upon
its organization.
3. Minutes of the Organization Meeting held by Pamela McCune on
July 11, 2000, as the sole director named in the Articles of
Incorporation, during which the following business, among
others, was transacted.
o Issuance of 2,000,000 shares of the Corporation's
Common Stock to Michael Kamps as consideration for
services rendered and cash advanced to or for the
Corporation at a stated value of $2,000.00.
<PAGE>
Discount Mortgage Source, Inc.
Attention: Mr. Michael Kamps
July 27, 2000
Page 2
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4. Special Meeting of the Stockholder of Discount Mortgage
Source, Inc., dated July 11, 2000, wherein Michael Kamps, the
sole shareholder of the Corporation, elected Michael Kamps the
sole director of the Corporation, to replace Pamela McCune,
who had resigned.
5. Special Meeting of the Board of Directors of the Corporation,
of which Michael Kamps is the sole director, dated July 12,
2000, which authorizes the following transaction:
o Issuance of 100,000 shares of Common Stock of the
Corporation to Mentor Promotions, Inc., and
100,000 shares to Woodbridge Management, Ltd. as
consideration for the payment of $25,000.00 for
the development of the Corporation's web site.
6. Special Meeting of the Board of Directors of the Corporation,
of which Michael Kamps is the sole director, dated July 12,
2000, which authorizes the following transaction:
Filing of a public offering of not more than
2,000,000 shares and not less than 240,000 shares of
the Corporation's Common Stock at a price of $0.25
per share pursuant to a registration statement to be
filed by the Corporation with the Securities and
Exchange Commission on Form SB-1 or SB-2.
Based upon my examination of the foregoing documents, which, I am
advised, constitute all of the records of the Corporation, I believe that the
2,200,000 shares of Common Stock presently outstanding constitute validly
issued, fully paid, and non-assessable shares of Common Stock of the
Corporation. Additionally, I believe that the shares authorized for issuance
pursuant to the public offering will, upon payment therefore, likewise
constitute validly issued, fully paid, and non-assessable shares of Common Stock
of the Corporation.
Very truly yours,
/s/ R. Brad Lamberth
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R. Brad Lamberth
