Exhibit 5
[MONAHAN & BIAGI, LETTERHEAD]
December 14, 2000
Board of Directors
Evolution USA, Inc.
6100 Wilshire Boulevard, Suite 201
Los Angeles, California 90048
Ladies and Gentlemen:
This letter is in reference to the Registration Statement on Form S-4 dated
December 14, 2000, filed by Evolution USA, Inc. (the "Company") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Registration Statement"). The Registration Statement relates to
3,105,000 shares of Common Stock, $.001 par value per share (the "Shares"),
which Shares are proposed to be offered to the shareholders of Nascent
Technology, Inc., a Nevada corporation ("Nascent"), pursuant to Plan of Merger,
dated as of December 14, 2000, by and between Nascent and Company, and
(collectively, the "Agreement").
We have examined such corporate proceedings, records and documents as we
considered necessary for the purposes of this opinion. We have relied upon
certificates of officers of the Company where we have deemed it necessary in
connection with our opinion.
Based upon such examination, it is our opinion that the aforementioned
Shares, when issued will be validly issued, fully paid and nonassessable under
the laws of the State of Washington.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinion" in the Proxy Statement forming a part of the Registration Statement.
Very truly yours,
/s/ Monahon & Biagi
<PAGE>
