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Exhibit 23.2 & 5.1
MILES GARNETT
Attorney at Law
66 Wayne Avenue
Atlantic Beach, N.Y. 11509-1537
Tel. (516) 371-4598
[email protected]
June 15, 2000
AlphaCom, Inc.
1035 Rosemary Boulevard; Suite I
Akron, Ohio 44306
Re: Registration Statement on Form SB-2 (Registration No. 333-83573)
In our capacity as counsel to AlphaCom, Inc., a Nevada corporation
(the "Company"), I have been asked to render this opinion in connection with a
Registration Statement on Form SB-2 (the "Registration Statement") originally
filed by the Company on August 23, 1999 with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), for
registration under the Act of an aggregate of 2,800,000 shares of the Company's
Common Stock, par value $.001 per share ("Common Stock"). Of the 2,800,000
shares, 1,900,000 shares are to be offered and sold to the public and 900,000
shares are made available to be exchanged for unregistered shares sold to the
public prior to this offering.
I have examined such corporate records, certificates and other
documents as I have considered necessary and proper for the purpose of this
opinion. In such examination, I have assumed the genuiness of all signatures,
the authenticity of all documents submitted to me as originals, the conformity
to the original documents submitted to me as copies and the authenticity of
the originals of such latter documents. As to any facts material to my opinion,
I have, when relevant facts were not independently established, relied upon the
aforesaid record, certificates and documents.
Based on the foregoing, It is my opinion that when (i) the Registration
Statement shall have become effective under the Securities Act of 1933, as
amended, (ii) the Certificates for the company's shares of the common stock have
been duly executed, countersigned, registered and delivered and the
consideration therefor paid to the Company, then the Stock shall be validly
issued, fully paid and non-assessable.
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AlphaCom, Inc.
June 15, 2000
Page 2
I hereby consent to the filing of this opinion as herein set forth as
Exhibit 5.1 to the Registration Statement and further consent to the reference
to my firm under the caption "Legal Matters" in the Prospectus forming a part of
the Registration Statement. By giving the foregoing consent, I do not admit
that I come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
This opinion letter is based as to matters of law solely on the General
Corporation Law of the State of Nevada. I express no opinion herein as to any
other laws, statutes, regulations, or ordinances.
I assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without my prior written consent.
Very truly yours,
/s/ Miles Garnett
Miles Garnett
