Exhibit 5
Opinion of Counsel and Consent of Counsel
Board of Directors
MVD, Inc.
Re: Registration Statement on Form SB-2
Gentlemen: As counsel to MVD, Inc., a Delaware corporation (the "Company"), we
have participated in the preparation of the Company's Registration Statement on
Form SB-2 filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to the registration of 3,500,000
shares of the Company's $.001 par value common stock (the "Shares"). As counsel
to the Company, we have examined such corporate records, certificates and other
documents of the Company, and made inquiries of such officers of the Company, as
we have deemed necessary or appropriate for purposes of this opinion. Based upon
such examinations, we are of the opinion that the Shares, when issued in the
manner set forth in the Registration Statement, will be duly authorized, validly
issued, fully paid and non-assessable shares of the common stock of the Company.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form SB-2 filed by the Company and the reference to
our firm contained therein under "Legal Matters."
Sincerely,
/s/ Stepp & Beauchamp LLP
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Stepp & Beauchamp LLP
Newport Beach, California
