Exhibit 5(i)
MICHAEL GOLIGHTLY
268 West 400 South
Suite 300 Telephone: (801) 575-8073
Attorney at Law Salt Lake City, Utah 84101 ext 152
Admitted in Texas Facsimile: (801) 521-2081
and Utah
December 5, 2000
Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549
RE: A-Z South State Corporation Form SB-2
Gentlemen:
Please be advised that I have reached the following conclusions regarding the
above offering:
1. A-Z South State Corporation (the "Company") is a duly and legally
organized and existing Utah state corporation, with both its registered office
and its principal place of business located in Salt Lake City, Utah. The
Articles of Incorporation and corporate registration fees were submitted to the
Utah State Division of Corporations and filed with the office on November 30,
1999. The Company's existence and form is valid and legal pursuant to the
representation above.
2. The Company is a fully and duly incorporated Utah corporate entity.
The Company has one class of Common Stock at this time. Neither the Articles of
Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change
the non-assessable characteristics of the Company's common shares of stock. The
Common Stock previously issued by the Company is in legal form and in compliance
with the laws of the State of Utah, and when such stock was issued it was fully
paid for and non-assessable. The common stock to be sold under the
above-referenced Form SB-2 Registration Statement is likewise in legal form and
in compliance with the laws of the State of Utah.
3. To my knowledge, the Company is not a party to any legal proceedings
nor are there any judgments against the Company, nor are there any actions or
suits filed or threatened against it or its officers and directors, in their
capacities as such, other than as set forth in the registration statement. I
know of no disputes involving the Company and the Company has no claim, actions
or inquires from any federal, state or other government agency, other than as
set forth in the registration statement. I know of no claims against the Company
or any reputed claims against it at this time, other than as set forth in the
registration statement.
4. The Company's outstanding shares are all common shares. There are no
liquidation preference rights held by any of the Shareholders upon voluntary or
involuntary liquidation of the Company.
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5. The directors and officers of the Company are indemnified against
all costs, expenses, judgments and liabilities, including attorney's fees,
reasonably incurred by or imposed upon them or any of them in connection with or
resulting from any action, suit or proceedings, civil or general, in which the
officer or director is or may be made a party by reason of his being or having
been such a director or officer. This indemnification is not exclusive of other
rights to which such director or officer may be entitled as a matter of law.
6. By director's resolution, the Company has authorized the issuance of
up to 4,000,000 shares of Common Stock registered pursuant to the
above-referenced Registration Statement.
The Company's Articles of Incorporation presently provide the authority
to the Company to issue 50,000,000 shares of Common Stock, $0.001 par value. The
Company currently has issued and outstanding Ten Million (10,000,000) shares of
common stock. Therefore, a Board of Directors' Resolution which authorized the
issuance for sale of up to 4,000,000 shares of Common Stock would be within the
authority of the Company's directors and would result in the legal issuance of
said shares.
Yours truly,
/s/ Michael Golightly
Michael Golightly
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MICHAEL GOLIGHTLY
268 West 400 South
Suite 300 Telephone: (801) 575-8073
Attorney at Law Salt Lake City, Utah 84101 ext 152
Admitted in Texas Facsimile: (801) 521-2081
and Utah
CONSENT
I HEREBY CONSENT to the inclusion of my name in connection with the
Form SB-2 Registration Statement filed with the Securities and Exchange
Commission as attorney for the registrant, A-Z South State Corporation and to
the reference to my firm under the subcaption "Legal Matters."
DATED this 5th day of December, 2000.
Yours truly,
/s/ Michael Golightly
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Michael Golightly
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