[Letterhead of]
BRANDEN T. BURNINGHAM
ATTORNEY AT LAW
455 EAST 500 SOUTH, SUITE 205
SALT LAKE CITY, UTAH 84111
TELEPHONE: (801) 363-7411
ADMITTED IN UTAH AND CALIFORNIA FACSIMILE: (801) 355-7126
October 4, 2000
Efraim Donitz, President
Birch Financial, Inc.
17209 Chatsworth Street
Granada Hills, California 91344
Re: Birch Financial, Inc., a Nevada corporation (the "Company")
Dear Mr. Donitz:
The Company has retained me in connection with the preparation and filing
of its Registration Statement on Form SB-2 with the Securities and Exchange
Commission (the "Registration Statement"), with respect to 5,000,000 shares of
the Company's one cent ($0.01) par value common stock (the "Common Stock").
You have requested an opinion as to whether the Common Stock to be issued
on the terms set forth in the Registration Statement will be validly issued,
fully paid and non-assessable.
I have examined the following documents in connection with this matter:
1. Articles of Incorporation of the Company, as amended;
2. Bylaws of the Company;
3. The Registration Statement; and
4. Unanimous Consent of the Board of Directors of the Company.
In addition, I have examined such other corporate records and documents
and have made such other examinations as I have deemed relevant.
Based upon the foregoing, I am of the opinion that the Common Stock to be
issued pursuant to the Registration Statement is validly authorized and that,
when issued in accordance with the terms set forth therein, the Common Stock
will be validly issued, fully paid and non-assessable.
Sincerely yours,
/s/ Branden T. Burningham
Branden T. Burningham
