VANDERKAM & SANDERS
440 LOUISIANA, #475
HOUSTON, TX 77002
713-547-8900 PHONE
713-547-8910 FACSIMILE
December 29, 2000
Venturelist.com, Inc.
583 San Mateo Avenue
San Bruno, California 94066
Re: Form SB-2 Registration Statement
Gentlemen:
You have requested that we furnished you our legal opinion with respect to the
legality of the following described securities of Venturelist.com, Inc. (the
"Company") covered by a Form SB-2 Registration Statement, (the "Registration
Statement"), filed with the Securities and Exchange Commission for the purpose
of registering such securities under the Securities Act of 1933:
1. 2,224,551 shares of common stock, $.001 par value (the "Shares") to be
distributed by M&A West, Inc. to M&A West stockholders.
In connection with this opinion, we have examined the corporate records of the
Company, including the Company's Amended and Restated Articles of Incorporation,
Bylaws, and the Minutes of its Board of Directors and Shareholders meetings, the
Registration Statement, and such other documents and records as we deemed
relevant in order to render this opinion.
Based on the foregoing, it is our opinion that, after the Registration Statement
becomes effective and the Shares have been distributed and delivered as
described therein, the Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and further consent to
statements made therein regarding our firm and use of our name under the heading
"Legal Matters" in the Prospectus constituting a part of such Registration
Statement.
Sincerely,
VANDERKAM & SANDERS
/s/ Vanderkam & Sanders
