November 22, 2000
Securities and Exchange Commission
Washington, D.C.
Re: Darby Acquisition Corporation
To Whom it May Concern:
We have acted as counsel for Darby Acquisition Corporation (the
"Corporation") in connection with the registration with the Securities and
Exchange Commission, pursuant to Form SB-2, of Ten Thousand (10,000) shares and
common stock of the Corporation (the "Shares"), at a price of $1.00 per share,
for sale in the Corporation's proposed public offering (the "Offering").
All capitalized terms used in this opinion that are not otherwise defined
herein shall, unless the context requires otherwise, have the meaning set forth
in the Form SB-2. As used in this opinion letter, the phrase "our knowledge"
means the actual knowledge (that is, the conscious awareness of facts or other
information) of lawyers in our firm who have given substantive legal attention
to representing the Corporation in connection with the Offering.
We have examined an executed original of the Form SB-2 and certified copies
of the proceedings of the Corporation authorizing the execution and delivery of
the Form SB-2. In addition, we have examined such other documents and made such
investigation and such examination of law as we have deemed necessary or
appropriate for the purposes of the following opinion.
In our examination of the foregoing materials, we have assumed the
authenticity and completeness of all documents submitted to us as originals, the
conformity with original documents of all documents submitted to us as
certified, telecopied, photostatic or reproduced copies, the genuineness of all
signatures (whether original or photostatic) except the signatures of persons
acting in behalf of the Corporation and the correctness of public files,
records, certificates and information of, or furnished by, government or
regulatory agencies or authorities, except where we have specific knowledge to
the contrary. This opinion letter also is governed by, and to the extent not
inconsistent with any of the foregoing, shall be qualified by, and interpreted
in accordance with, the Legal Opinion Accord of the American Bar Association
Section of Business Law.
For purposes of this opinion, we have relied as to factual matters solely
upon representations made to us by the Corporation, our examination of public
files, records, certificates and information of, or furnished by, government or
regulatory agencies or authorities, our examination of records and information
in our files, and our knowledge of matters relating to the Corporation. We have
not made any independent investigations of the Corporation's factual
representations. Nothing has come
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to our attention, however, that causes us to doubt the accuracy of such
representations.
Based upon and subject to the foregoing and to the limitations and
qualifications stated below, we are of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing
and in good standing under the laws of the State of Delaware.
2. The Corporation has full corporate powers to own its property and
conduct its business, as such business is described in the prospectus.
3. The Corporation is qualified to do business as a foreign corporation in
good standing in every jurisdiction in which the ownership of property and the
conduct of business requires such qualification.
4. The Shares are authorized but unissued.
5. The Shares being registered for sale by the Corporation, when issued and
sold pursuant to this Registration Statement will be legally issued, fully paid
and non-assessable and there will be no personal liability to the owners
thereof.
Very truly yours,
Whiteman Osterman & Hanna
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