GRAUBARD MOLLEN & MILLER
600 Third Avenue
New York, New York 10016 - 2097
November 9, 2000
LRS Capital, Inc.
240 Richmond Street, West
Suite 201
Toronto, Ontario
Canada M5V 1V6
Gentlemen:
Reference is made to the Registration Statement on Form SB-2 ("Registration
Statement") filed by LRS Capital, Inc. ("Company") under the Securities Act of
1933, as amended (the "Act"), with respect to up to an aggregate of 8,000,000
shares of common stock, par value $.001 per share ("Common Stock"), to be
offered by the Company.
We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.
Based on the foregoing, it is our opinion that:
The Common Stock to be issued by the Company, when sold in the manner
provided in the Registration Statement, will be legally issued, fully paid and
nonassessable.
In giving this opinion, we have assumed that all the certificates for the
Company's shares of Common Stock, prior to their issuance, are duly executed on
behalf of the Company by the Company's transfer agent and will conform, except
as to denominations, to specimens which we have examined.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel, and to all
references made to us in the Registration Statement and in the Prospectus
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LRS Capital, Inc.
November 9, 2000
Page 2
forming a part thereof. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/S/ GRAUBARD MOLLEN & MILLER
