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EXHIBIT 5
[LAW OFFICE OF JENNIFER PULVER LETTERHEAD]
September 27, 2000
Board of Directors
Moranzo, Inc.
566 Port Harwick
Chula Vista, CA 91913
Re: My Legal Opinion Pursuant to SEC Form SB-2 Registration Statement -
Moranzo, Inc.
Dear Ladies and Gentlemen:
You have requested my opinion as counsel for Moranzo, Inc., a Delaware
corporation (the "Company") and certain of its shareholders (the "Selling
Shareholders") in connection with a Registration Statement on Form SB-2 and the
prospectus included therein (collectively the "Registration Statement") to be
filed with the Securities and Exchange Commission.
1. The Registration Statement: The Registration Statement with respect to
4,640,000 shares (the "Shares") of common stock $.001 par value per
share (the "Common Stock") of the Company to be held by the security
holders named in the registration statement.
2. Basis for Opinion: The documentary basis and other basis for this
opinion is my review and analysis of the below listed items:
a. The Company's Articles of Incorporation, Certificate of
Amendment, By-Laws, Minutes of Board of Directors Meeting,
Minutes of Shareholder Meeting and Shareholders Lists
(collectively the "Company Records").
b. The Registration Statement.
c. The eligibility requirements for the use of Form SB-2 set forth
in General Instructions A and B of Form SB-2 (the "Eligibility
Requirements").
I have assumed that the documents and signatures examined by me are genuine and
authentic and that the persons executing such documents have the legal capacity
to execute any such documents.
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Moranzo, Inc.
September 27, 2000
page 2
3. Legal Opinion: Based upon my review of the Company Records, the
Registration Statement and the Eligibility Requirements, I am of the
opinion that:
a. Organization and Qualification: The Company is a corporation
duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation, and has the
requisite corporate power and authority to conduct its business,
and to own, lease and operate its properties, as more
specifically described in the Registration Statement.
b. Compliance With Eligibility Requirements of Form SB-2: After
reasonable investigation, I have no actual knowledge that the
Eligibility Requirements for use of Form SB-2 have not been
satisfied with respect to the Registration Statement.
c. Shares Duly Authorized and Validly Issued: That the Shares and
as specifically set forth in the Registration Statement, have
duly authorized, legally and validly issued, and fully paid and
are non-assessable.
d. Consent to Use of Legal Opinion: I hereby consent to the
reference to my name in the Registration Statement under the
caption "Legal Matters" and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, I
do hereby admit that I come within the category of a person
whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the general rules and regulations
thereunder.
Very truly yours,
/s/ Jennifer Pulver
Jennifer Pulver
Attorney at Law
Emerald Plaza
402 West Broadway, Fourth Floor
San Diego, CA 92101
