JAMES E. PRATT
ATTORNEY AT LAW
195 Kildare Road
Garden City, New York 11530
(516) 741-2978 Phone
(516) 873-1140 Facsimile
August 28, 2000
Asdar, Inc.
8632 South Highway 287
Corsicana, Texas 75110
RE: REGISTRATION STATEMENT ON FORM S-8
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as
amended, of the total of 730,000 shares of your Common Stock (the "Shares")
reserved for issuance upon exercise of stock incentives/options issued or to
be issued under the 2000 Stock Incentive/Option Plan, as amended, of Asdar,
Inc. (the "Plan"). As your counsel in connection with this transaction, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
shares.
It is our opinion that upon completion of the proceedings being taken in
order to permit such transactions to be carried out in accordance with the
securities laws of the various states, where required, the shares when
issued and sold in the manner described in the Plan and the Registration
Statement will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in
the Registration Statement.
Very truly yours,
By /s/ James E. Pratt
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James E. Pratt, Esq.
