December 12, 2000
The Board of Directors
Excel Publishing, Inc.
2250 West Center Street
Springville, UT 84663
Gentlemen:
We have been retained by Excel Publishing, Inc. (the
"Company"), in connection with the Registration Statement on Form
SB-2 filed by the Company with the Securities and Exchange
Commission (the "Registration Statement") relating to 1,000,000
shares of common stock, par value $0.001 per share. You have
requested that we render an opinion as to whether the common
stock as proposed to be issued on the terms set forth in the
Registration Statement will be validly issued, fully paid and non-
assessable.
In connection with this engagement, we have examined the
following:
1. the articles of incorporation of the Company;
2. the Registration Statement;
3. the bylaws of the Company; and
4. unanimous consents of the board of directors.
We have examined such other corporate records and documents
and have made such other examinations as we deemed relevant.
Based upon the above examination, we are of the opinion that
the shares of common stock proposed to be issued pursuant to the
Registration Statement, are validly authorized and, when issued
in accordance with the terms set forth in the Registration
Statement, will be validly issued, fully paid, and non-
assessable.
We hereby consent to being named in the Prospectus included
in the Registration Statement as having rendered the foregoing
opinion and as having represented the Company in connection with
the Registration Statement.
Sincerely yours,
/s/ Lehman Walstrand & Associates
LEHMAN WALSTRAND & ASSOCIATES
E-19
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