[LETTERHEAD]
July 14, 2000
Margate Industries, Inc.
129 North Main Street
Yale, MI 48097
RE: SEC REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
I am counsel for Margate Industries, Inc., a Delaware corporation (the
"Company"), in connection with its proposed public offering under the
Securities Act of 1933, as amended, of 280,000 shares of the Company's
Common Stock through a Registration Statement on Form S-3 as to which this
opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission").
In connection with rendering my opinion as set forth below, I have
reviewed and examined originals or copies identified to my satisfaction of
the following:
(1) Articles of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware.
(2) Minute Book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.
(3) The Registration Statement and the Preliminary Prospectus
contained within the Registration Statement.
(4) The other exhibits to the Registration Statement filed with the
Commission.
I have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the
Company, and have made such other investigations as I have deemed necessary
or appropriate under the circumstances.
EXHIBIT 5.0
<PAGE>
Margate Industries, Inc.
Opinion to Form S-3
July 14, 2000
Page 2
Based upon the foregoing and in reliance thereon, it is my opinion
that the 280,000 of Common Stock, $.015 value, have been duly and validly
authorized, legally issued, and are fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus constituting a part thereof.
Very truly yours,
BERENBAUM, WEINSHIENK & EASON, P.C
