[LAW OFFICE OF EUGENE MICHAEL KENNEDY, P.A. LETTERHEAD]
December 6, 2000
Board of Directors
Wallstreet-Review, Inc.
4701 N. Federal Highway
Suite 370, B-9
Lighthouse Point, Florida 33064
RE: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to whether or not the 600,000
shares of Common Stock ($.01 par value) to be issued to various
employees pursuant to the Company's employment benefit plan, when
issued, will be legally issued and fully paid and non-assessable
securities of the Company. In connection with these employment and
compensation agreements, I have examined the Form of the
Registration Statement to be filed by the Company in connection
with such shares on Form S-8; the Articles of Incorporation of the
Company, as amended; and the By-Laws of the Company currently in
effect relating to the issuance of the shares. In addition, I have
examined such other documents and records, instruments and
certificates of officers and representatives of the Company and
have made such other investigations as I deemed necessary or
appropriate under the circumstances. In connection with rendering
this opinion, I have reviewed such statutes and regulations as I
have deemed relevant and necessary. In my examination, I have
assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to me
as originals, the conformity of all documents submitted to me as
copies, the authenticity of the original of such copies and the
information contained therein are augmented by discussion with
appropriate officer. I have further assumed that the recipients of
the shares of Common Stock under this agreement will have paid the
consideration required under the terms of such agreements prior to
the issuance of such shares.
Based upon the foregoing, and in reliance thereon, it is my
opinion that, subject to the limitations set forth herein, the
agreements made with employees for the issuance of 600,000 shares
of common stock to be issued, will, upon receipt of full payment,
issuance and delivery in accordance with the terms of the
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Board of Directors
Wallstreet-Review, Inc.
RE: Registration Statement on Form S-8
agreements covered by such Registration Statement, be duly and
validly authorized, legally issued, fully paid and non-assessable.
This opinion is expressly limited in scope to the shares enumerated
herein which are to be expressly covered by the Form S-8
Registration Statement and does not cover subsequent issuances of
shares, if any, to be made in the future pursuant to such or
similar agreements, if any, pertaining to services to be performed
in the future. Such transactions are required to be included in
either a new registration statement or a post effective amendment
to the Registration Statement in connection with which this opinion
is issued including updated opinions concerning the validity of
subsequent issuance of shares.
This opinion is limited to the laws of the State of Florida.
I express no opinion with respect to the laws of any other
jurisdiction. In addition, I hereby consent to you filing this
opinion with the Securities and Exchange Commission as an exhibit
to the above-referenced Registration Statement. This opinion is
not to be used, circulated, quoted or otherwise referred to for any
other purpose without my prior written consent. This opinion is
based upon my knowledge of the facts as of the date hereof. I
assume no duty to communicate with you with respect to any matter
which comes to my attention hereafter.
Yours truly,
/s/Eugene M. Kennedy, Esq.
EUGENE MICHAEL KENNEDY, ESQ.
EMK/kf
