COMMUNICATIONS RESEARCH INC
SB-2, EX-5, 2000-09-15
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THE LAW OFFICE OF FARBER & KLEIN
a Partnership of Professional Associations
23123 STATE ROAD 7
Suite 350B
Boca Raton, FL 33428
Phone: 561-470-9010
Facsimile: 561-470-9078

August __, 2000

COMMUNICATIONS RESEARCH, INC.

Attn: Carl Ceragno, President
69 Wesley Street
South Hackensack, NJ 07606

RE: SEC Registration Statement on Form SB-8

Dear Sir:

This firm (the "Firm") has been engaged as counsel for Communications  Research,
Inc., a Nevada  corporation  (the  "Company"),  in connection  with its proposed
offering  under the  Securities  Act of 1933,  as amended (the "Act"),  of up to
24,616,682  shares  of  its  common  stock  (the  "Shares")  by  a  filing  of a
Registration  Statement  under  Form SB-2 to which  this  opinion is a part (the
"Registration  Statement"),  to  be  filed  with  the  Securities  and  Exchange
Commission (the  "Commission").  In connection with rendering the opinion as set
forth  below,  the Firm has  reviewed  and  examined  originals or copies of the
following:

1.       Articles of Incorporation of the Company, and any amendments, as filed
with the Secretary of State of Nevada;

2.       By Laws of the Company

3.       Written Consent or Minutes of a Meeting of the Board of Directors on
or about November 1, 1999  authorizing  the  registration of said shares on Form
SB-2 and certain other matters;

4        The  Company's  Registration  Statement  on Form  SB-2  and  exhibits
thereto as filed with the Commission.

In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as  originals,  the  conformity  with the original  documents  of all  documents
submitted to the Firm as certified or photostatic  copies,  and the authenticity
of the originals of such copies and the truth of all information supplied us. We
have not  independently  investigated  or verified  any matter,  assumption,  or
representation.


<PAGE>


Based upon the foregoing and in reliance thereof, we are of the opinion that:

         (a) As of even date, the Company is a corporation duly incorporated and
validly existing in good standing under the laws of the State of Nevada.

         (b) The Company is authorized to have outstanding  40,000,000 shares of
its Class A common Stock and 700,000 shares of its Class B common stock. Of such
shares,  as of June 30,  2000,  12,283,091  Class A shares and  400,000  Class B
shares were outstanding,  all of which shares were validly  authorized,  legally
issued, fully paid for and non-assessable.

         (c) When the Registration Statement shall have become effective and the
newly issued shares of common stock have been sold, all of such shares will have
been duly  authorized and will,  upon payment  therefor and delivery  thereof be
duly and validly issued and fully paid and non-assessable.  All corporate action
required to be taken by the Company for  registration  and  authorization of the
shares has been  validly and  sufficiently  taken,  subject to  compliance  with
applicable securities laws.

         This  opinion is  expressly  limited in scope to the Shares  enumerated
herein  which  are  to be  expressly  covered  by  the  referenced  Registration
Statement and does not cover subsequent  issuances of shares (such  transactions
are  required to be included in either a new  registration  Statement  or a Post
Effective Amendment to the Registration Statement including updated opinions).

         We consent to you filing this opinion with the Commission as an exhibit
to the  Registration  Statement  on Form SB-2.  This  opinion is not to be used,
circulated,  quoted or otherwise  referred to for any other purpose  without our
prior written  consent.  Other than you, no one else is entitled to rely on this
opinion. This opinion is based upon our assumptions as to application of the law
and facts as of the date hereof.  We assume no duty to communicate with you with
respect to any matters, which may come to our attention hereafter.

Sincerely yours,


/S/ JEFFREY G KLEIN
-------------------
JEFFREY G KLEIN
FOR THE FIRM




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