EXHIBIT 5
CONSENTS OF EXPERTS AND COUNSEL
FARBER AND KLEIN
23123 STATE ROAD 7
Suite 350B
Boca Raton, FL 33428
Phone: 561-470-9010
Facsimile: 561-470-9078
December 15, 2000
WATCHOUT! INC.
Attn: Todd Violette, president
20283 State Rd. 7, Suite 400
Boca Raton, FL 33496
RE: SEC Registration Statement on Form S-8
Dear Sir/Madam:
This firm (the "Firm") has been engaged as counsel for WatchOut! Inc., a Utah
corporation (the "Company"), in connection with its proposed offering under the
Securities Act of 1933, as amended (the "Act"), of 378,000 shares of its common
stock which are to be issued under several plans for consulting services by the
Company, by a filing of a Registration Statement under Form S-8 to which this
opinion is a part, to be filed with the Securities and Exchange Commission (the
"Commission"). In connection with rendering the opinion as set forth below, the
Firm has reviewed and examined originals or copies of the following:
1. Articles of Incorporation of the Company, and any amendments, as filed
with the Secretary of State of Utah;
2. By Laws of the Company
3. Written Consent or Minutes of a Meeting of the Board of Directors on
or about December 13, 2000, authorizing the Consultant Agreement Plan (the
"Plan") with the consultant and certain other matters;
4 The Company's Registration Statement on Form S-8 and exhibits thereto
as filed with the Commission.
<PAGE>
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the original documents of all documents
submitted to the Firm as certified or photostatic copies, and the authenticity
of the originals of such copies and the truth of all information supplied us.
We have further assumed, among other things, that the recipient of the Shares
will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form S-8
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter, assumption, or representation.
Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will 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 referenced Registration Statement and does not
cover subsequent issuances of shares, 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 including updated opinions).
This opinion is limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8. This opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our prior written consent. This opinion is based upon our
assumptions as to application of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any matters, which may
come to our attention hereafter.
Sincerely yours,
/S/ ANDREW FARBER
------------------------------------
ANDREW FARBER
<PAGE>
LETTER OF CONSENT
RE: AUDITED FINANCIAL INFORMATION
We hereby consent to the incorporation by reference of our report as of
December 31, 1999 relating to the audited financial statements of WatchOut! Inc.
that are included in the Form 10-KSB for the year ended December 31, 1999, in
the December 17, 2000 dated filing on Form S-8.
By /s/ Michael Johnson & Company, LLC
----------------------------------------
Michael Johnson, CPA
9175 East Kenyon Avenue, Suite 100
Denver, CO 80237
Telephone: (303)796-0099
Facsimile: (303) 796-0137
