EX-5(i) Opinion re Legality
November 13, 2000
American Millennium Corporation, Inc.
1010 Tenth St., Suite 100
Golden, CO 80401
Re: Form SB-2 Registration Statement, Legal Opinion:
Gentlemen:
You have requested our opinion as to the legality of the issuance by you
(the "Corporation") of 11,415,158 shares of the Corporation's common stock (the
"Shares"), including 4,845,391 Shares currently outstanding and an additional
6,569,767 Shares issuable upon the exercise of warrants and options held by the
Selling Security Holders, such Shares as further described in the Registration
Statement in the form to be filed with the U.S. Securities and Exchange
Commission.
As your counsel, we have reviewed and examined:
1. The Articles of Incorporation of the Corporation and Amendments thereto
2. The By-laws of the Corporation
3. A copy of certain resolutions of the Corporation;
4. The Registration Statement on Form SB-2 covering the Shares;
5. Annual and quarterly financial reports of the Corporation on
Forms 10-KSB and 10-QSB.
6. Various contracts entered into by the Corporation, attached as
exhibits to the Registration Statement.
In giving our opinion, we have assumed, without investigation, the
authenticity of any document or instrument submitted us as an original, the
conformity to the original of any document or instrument submitted to us as a
copy, the genuineness of all signatures of such originals or copies, and the
accuracy and completeness of all information and records provided to us by the
Corporation. In conducting our examination, we have assumed, without
investigation, the accuracy of the statements as to factual matters made by
officers and employees of the Corporation, and we are not aware of any
information which leads us to believe that any of these statements are
inaccurate. In addition, we have assumed, without investigation, that the
certificates representing the Shares, when executed and delivered, will not
deviate in substance or in form from copies examined by us.
The opinions hereinafter expressed are subject to our assumptions that all
Shares have been or will be offered, sold and/or issued in a manner which fully
complies with the terms, provisions and conditions of any applicable contract or
agreement, the Registration Statement, the Prospectus and applicable securities
or Blue Sky laws of the several states.
Based upon the foregoing, we are of the opinion that the Shares to be sold
by the Selling Security Holders pursuant to the Registration Statement, if sold
as described in the Registration Statement, and as to the shares issuable if the
corresponding warrants and/or options are exercised in accordance with their
terms, will be legally issued, fully paid and non-assessable, provided that no
less than par value is paid for any shares.
No opinion is expressed herein as to the application of state securities or
Blue Sky Laws.
This opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by, delivered
to, or quoted in whole or in part to any governmental agency or other person
without our prior written consent.
Notwithstanding the above, we consent to the reference to our firm name in
the Prospectus filed as a part of the Registration Statement and the use of our
opinion in the Registration Statement. In giving these consents, we do not admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
/s/ANNIS, MITCHELL, COCKEY,
EDWARDS & ROEHN, P.A.
