<PAGE>
June 9, 2000
COMC, Inc.
2840 Howe Road, Suite D
Martinez, California 94553
Re: Registration Statement on Form SB-2; COMC, Inc. (the "Company")
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission with respect to 17,386,456 shares of the
Company's Common Stock (the "Shares") being registered by the Company on behalf
of the security holders (the "Registering Security Holders") listed in the
registration statement prepared and filed by the Company (the "Registration
Statement").
In connection therewith, we have examined and relied upon original,
certified, conformed, photostat or other copies of (i) the Articles of
Incorporation, as amended, and Bylaws of the Company; (ii) resolutions of the
Board of Directors of the Company authorizing the offering and the issuance of
the Common Stock and the Selling Security Holder Shares and related matters;
(iii) the Registration Statement and the exhibits thereto; and (iv) such other
documents and instruments as we have deemed necessary for the expression of the
opinion herein contained.
In all such examinations, we have assumed the authenticity of original
documents, the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to us as
conformed, photostat or other copies. In passing upon certain corporate records
and documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon. We have also conducted various meetings, discussions
and conversations with the officers, directors and employees of the Company
regarding the offer and sale of the Shares by the Registering Security Holder
Shares. Nothing has come to our attention in the representation of the Company
that would make it unreasonable to assume that the foregoing documents will be
utilized in the manner intended as set forth in those documents. However, we
have not independently verified any of the facts or representation contained in
such documents.
As to the various questions of fact material to this opinion, we have
relied, to the extent we deemed reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independently checking
or verifying the accuracy of such documents, records and instruments.
<PAGE>
In rendering this Opinion, we have assumed that: (i) each other party
that has executed or will execute a document, instrument or agreement to which
the Company or Selling Security Holder is a party duly and validly executed and
delivered each document, instrument or agreement to which such party is a
signatory and that such party's obligations set forth therein are its legal,
valid and binding obligations, enforceable in accordance with their respective
terms; (ii) each person executing any document, instrument or agreement on
behalf of any such party is duly authorized to do so; and (iii) each natural
person executing any instrument, document or agreement referred to herein is
legally competent to do so.
We are members of the Bar of the State of California and do not purport
to be conversant with the laws of jurisdictions other than California and the
United States of America. Accordingly, we do not express any opinion as to the
effect on the transactions described herein of the laws of any state or
jurisdiction other than the federal laws of the United States of America and the
laws of the State of California.
Based upon the foregoing, we are of the opinion that the Registering
Security Holders' Shares have been legally issued, fully paid and are
non-assessable.
The opinions expressed herein have been carefully considered and reflect
what we regard as the likely manner in which the Shares will be issued based
upon the statutory provisions, regulations promulgated thereunder, and
interpretations thereof by the Securities and Exchange Commission ("SEC") and
the courts having jurisdiction over such matters as of the date of this opinion.
However, a numbers of questions raised by the matters on which we have not
expressed an opinion herein have not been definitely answered by statute,
regulations, SEC interpretations or court decisions. We assume no obligation to
revise or supplement this opinion letter should applicable law be changed by
legislative, judicial or administrative action or otherwise.
Except as set forth herein, we have made no independent attempts to
verify the facts or representations or assumptions made herein except to the
extent we deem reasonable under ABA Formal Opinion 335 and in connection with
our position as counsel to the issuer. Reference to "us" or "our" is limited to
a reference to the lawyer who signs this opinion letter or any lawyer of this
firm who has been active in preparing the relevant documents. Any inaccuracy in
any fact or representation by the Company or the Registering Security Holders,
or any amendment to any documents or any material cited herein, or any changes
in the affairs of the Company or Selling Security Holder after the date of this
opinion letter may effect all or part of this opinion letter.
Except as expressly set forth below, this opinion may not be filed with
or furnished to any other person or any governmental agency, and may not be
quoted in whole or in part or otherwise referred to in any context, without, in
each instance, our prior written consent, and without in each instance, the
exercise of due diligence on the part of the Company and the Registering
Security Holders to verify that there are no material errors or omissions of
fact and no changes in the facts or in the text of material provided to us.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to use our name in the prospectus comprising part of
the Registration Statement.
MCCUTCHEN DOYLE BROWN & ENERSEN, LLP
Very truly yours,
By: /S/
----------------------------------
A Member of the Firm
