EXHIBIT 5
Opinion of Counsel
Falcone & Curd
58 Hilton Avenue
Hempstead, New York 11550
Telephone: (516) 292-1717
Facsimile: (516) 489-1940
Leonard J. Falcone Ann Marie Curd
May 30, 2000
WCM Capital, Inc.
76 Beaver Street
Suite 500
New York, New York 10005
Dear Sirs:
You have requested our opinion with respect to the securities to be
included in the registration statement on Form S-8 (the "Registration
Statement") of WCM Capital, Inc. (the "Company"), which will be filed with the
Securities and Exchange Commission (the "SEC") on or about May, 31, 2000.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Service
Agreement between the Company and Mr. Richard Brannon, the Service Agreement
between the Company and Mr. Joseph Laura (the Brannon Agreement and the Laura
Agreement being hereinafter collectively referred to as the "Service
Agreements"), and such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers or representatives of Company as we have deemed relevant or
necessary as a basis for the opinions set forth. We have also made such
inquiries of such officers and representatives as we have deemed relevant or
necessary for a basis for the opinions hereinafter set forth. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents submitted to us as certified or photostatic copies and the
authenticity of such latter documents. We have further assumed that each of the
parties to the Service Agreements had full power and authority to enter into
each agreement, that the consideration received by the Company in accordance
with the
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WCM Capital, Inc.
May 30, 2000
Page 2
Service Agreements is legally sufficient for the issuance of the shares
therefore, and that the pertinent provision of such federal and state securities
laws as may be applicable have been complied with by the Company.
Based upon and relying solely on the foregoing, and subject to the
qualifications state herein, we are of the opinion that when issued against
consideration therefore and after the Registration Statement shall become
effective under the Securities Act of 1933, as amended (the "Act"), the shares
of Common Stock issuable in connection with the Service Agreements will be
validly issued, fully paid and non-assessable securities of the Company.
The opinions herein are limited to the laws of the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States, and we express no opinion as to the effect of the laws of any
other jurisdiction on matters addressed in this opinion. This opinion is
expressly limited to the matters herein set forth and we express no opinion as
to any matter other than as specifically set forth herein.
We consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8 to be filed with the Commission on or about May 31, 2000.
In giving this consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the SEC promulgated thereunder.
This opinion is rendered solely for your benefit in connection with the
issuance of the Common Stock pursuant to the Service Agreements. This opinion
may not be used or relied upon by any other person and may not be disclosed,
quoted, filed with a governmental agency or otherwise referred to without our
prior written consent, except as noted above.
Very truly yours
/s/ Falcone & Curd LLP.
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