STEPP LAW GROUP
A PROFESSIONAL CORPORATION
1301 DOVE STREET, SUITE 460
NEWPORT BEACH, CALIFORNIA 92660-2422
TELEPHONE: 949.660.9700
FACSIMILE: 949.660.9010
Opinion of Counsel and Consent of Counsel
Board of Directors B Y & C Management, Inc.
Re: Registration Statement on Form SB-2
Gentlemen: As counsel to B Y & C Management, Inc., a Florida corporation (the
"Company"), we have participated in the preparation of the Company's
Registration Statement on Form SB-2 filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, relating to the
registration of 85,000 shares of the Company's $.001 par value common stock
owned by the selling security holders (the "Shares"). As counsel to the Company,
we have examined such corporate records, certificates and other documents of the
Company, and made inquiries of such officers of the Company, as we have deemed
necessary or appropriate for purposes of this opinion. Based upon such
examinations, we are of the opinion that the Shares have been and are duly
authorized, validly issued, fully paid and non-assessable shares of the common
stock of the Company. We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement on Form SB-2 filed by the Company and the
reference to our firm contained therein under "Legal Matters."
Sincerely,
/s/ Stepp Law Group
Stepp Law Group
Newport Beach, California
