(Letterhead of Leonard W. Burningham, Esq.)
August 8, 2000
CraftClick.com, Inc.
432 Culver blvd.
Playa Del Rey, CA 90293
Re: Opinion concerning the legality of the securities to
be issued pursuant to the Registration Statement on
Form S-8 to be filed by Craftclick.com, Inc., a Utah
corporation
Board of Directors:
As counsel for Craftclick.com, Inc., a Utah corporation (the
"Company"), and in connection with the issuance of up to 4,567,886 shares of
the Company's $0.001 par value common stock pursuant to a stock option plan
("2000 Stock Option Plan") (collectively, the "Securities"), I have been asked
to render an opinion as to the legality of these Securities, which are to be
covered by a Registration Statement to be filed by the Company on Form S-8 of
the Securities and Exchange Commission (the "Commission"), and as to which
this opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the 2000 Stock Option Plan.
You are also aware that I am the owner of 98,993 shares of the
Company's common stock; and that I have no interest in any of the Securities
covered hereby.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the fiscal year ended March 31,
2000, filed with the Commission on or about June 28, 2000;
4. 10-QSB Quarterly Reports and 8-K Current Reports for the
past twelve months;
5. Copies of the 2000 Stock Option Plan; and
6. The Unanimous Consent of the Board of Directors adopting the
2000 Stock Option Plan.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the 2000 Stock Option Plan will have paid the consideration
required under the terms of the 2000 Stock Option Plan prior to the issuance
of the Securities, and that none of the services performed by the recipients
shall be related to "capital raising" transactions.
I have also provided the individual participants in the 2000 Stock
Option Plan with a copy of the documents enumerated in paragraphs 3 through 6,
inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the 2000 Stock Option Plan, the
Securities to be issued pursuant to the 2000 Stock Option Plan will, upon
their issuance and delivery to the recipients thereof, after receipt of full
payment therefor, be deemed duly and validly authorized, legally issued and
fully paid and non-assessable under the Nevada Revised Statues.
This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be
required to include a revised or a new opinion concerning the legality of the
Securities to be issued.
Further, this opinion is limited to the corporate laws of the
State of Utah and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Leonard W. Burningham
Leonard W. Burningham
LWB/sr
cc: Craftclick.com, Inc.
