REFERENCE 5.02 OPINION AND CONSENT OF COUNSEL
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Thomas P. McNamara, P.A.
Tampa, Florida
August 24, 2000
Board of Directors
JAHB Holdings, Inc.
8384 Roswell Road, Suite K
Atlanta, Georgia 30350
Re: JAHB Holdings, Inc.
Registration Statement on Form SB-2
Gentlemen:
We have been retained by JAHB Holdings, Inc. (the "Company") in connection
with the Registration Statement (the "Registration Statement") on Form SB-2, to
be filed by the Company with the Securities and Exchange Commission relating to
the offering of securities of the Company. You have requested that we render our
opinion as to whether or not the securities proposed to be issued on terms set
forth in the Registration Statement will be validly issued, fully paid, and
nonassessable.
In connection with the request, we have examined the following:
1. Articles of Incorporation of the Company;
2. Bylaws of the Company;
3. The Registration Statement; and
4. Unanimous consent resolutions of the Company's Board of Directors.
We have examined such other corporate records and documents and have made
such other examinations as we have deemed relevant.
Based on the above examination, we are of the opinion that the securities of
the Company to be issued pursuant to the Registration Statement are duly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, and fully paid, and
non-assessable under the corporate laws of the State of Delaware.
We consent to our name being used in the Registration Statement as having
rendered the foregoing opinion .
Sincerely,
Thomas P. McNamara, P.A.
/s/ Thomas P. McNamara, P.A.
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