EXHIBIT 5
OPINION OF FABIAN & CLENDENIN AS TO
THE LEGALITY OF THE SHARES BEING REGISTERED
September 1, 2000
Digitalpreviews.com, Inc.
7408 Comstock Circle
Salt Lake City, Utah 84121
Re: Registration and Issuance of Digitalpreviews.com, Inc. Common
Stock and Warrants to Public Investors
Dear Mr. Shamy:
This firm has acted as counsel to Digitalpreviews.com, Inc., a Nevada
corporation ("the Company"), in connection with its registration of 125,000
units with each unit consisting of one share of common stock, one A warrant and
one B warrant (the "Securities") for sale to the public through the Company's
Prospectus included within its Registration Statement on Form SB-2 as filed with
the Securities and Exchange Commission on or about September 1, 2000.
In connection with this representation, we have examined the originals,
or copies identified to our satisfaction, of such minutes, agreements, corporate
records and filings and other documents necessary to our opinion contained in
this letter. The firm has also relied as to certain matters of fact upon
representations made to us by officers and agents of the Company. Based upon and
in reliance on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing as a corporation under the laws of the State of Nevada; and has
full corporate power and authority to own its properties and conduct its
business as described in the Prospectus referred to above.
2. When issued and distributed to the purchasers thereof, the
Securities will be duly and validly issued and will be fully paid and
nonassessable.
3. The shareholders of the Company have no pre-emptive rights to
acquire additional Securities of the Company.
The firm hereby consents to the use of its name in the Prospectus and
therein being disclosed as counsel to the Company in this matter.
Very Truly, Yours,
Fabian & Clendenin
