T. ALAN OWEN & ASSOCIATES, P.C.
Attorneys at Law
One Arlington Centre
1112 East Copeland Road
Suite 420
Arlington, Texas 76011
TELEPHONE TELEFAX
(817) 460-4498 (817) 795-0154
(817) 461-6079 -- Metro
September 29, 2000
Mr. Mark Wells
Mentor Promotions, Inc.
892 Stegar Town Drive
Suite 34
Rockwall, Texas 75032
RE: Stock Opinion Letter
Dear Mr. Wells:
As the sole director, officer and major shareholder of Mentor
Promotions, Inc., hereinafter referred to as the "Corporation," you have
requested my opinion as special securities counsel for the Corporation with
regard to the issuance of its Common Stock, par value of $0.001 per share (the
"Common Stock"), upon organization and pursuant to a public offering of a
maximum of not more than 2,000,000 shares and a minimum of not less than 200,000
shares, at a price of $0.25 per share.
In this respect, I have examined the following documents of the
Corporation:
1. Articles of Incorporation filed with the Secretary of State of
Nevada, under date of August 2, 2000.
2. A set of Bylaws approved and adopted by the Corporation at its
organizational meeting.
3. Minutes of the organizational meeting held by Mark Wells on
August 2, 2000 as the sole director named in the Articles of
Incorporation, during which the following business, among
others, was transacted.
Issuance of 4,000,000 shares of the Corporation's
Common Stock to Mark Wells as consideration for
services rendered and cash advanced to or for the
Corporation at a stated value of $4,000.
<PAGE>
Mr. Mark Wells
September 29, 2000
Page 2
4. Written Consent of Sole Director, Mark Wells, dated August 28,
2000, which authorizes the following transaction:
Issuance of 200,000 shares of Common Stock of the
Corporation as consideration for the payment of
$10,000 for the development of the Corporation's web
site which offers the sale of promotions for products
over the Internet.
5. Written Consent of Sole Director, Mark Wells, dated August 28,
2000, which authorizes the following transaction:
Filing of a public offering of not more than
2,000,000 shares and not less than 200,000 shares of
the Corporation's Common Stock at a price of $0.25
per share pursuant to a registration statement to be
filed by the Corporation with the Securities and
Exchange Commission on Form SB-1.
Based upon my examination of the foregoing documents, which constitute
all of the records of the Corporation, I am of the opinion that the 4,200,000
shares of Common Stock presently outstanding constitute validly issued, fully
paid, and non-assessable shares of Common Stock, and that the shares authorized
for issuance pursuant to the public offering will, upon payment therefor,
likewise constitute validly issued, fully paid, and non-assessable shares of
capital stock of the Corporation.
Sincerely yours,
/s/ T. Alan Owen
----------------
T. Alan Owen
TAO/jac
