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EXHIBIT 5
June 1, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: TASTY FRIES, INC. REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as special securities counsel to Tasty Fries, Inc., a
Nevada corporation (hereinafter referred to as the "Company"), in connection
with the registration of 350,000 shares of the Company's common stock, par value
$.0001 per share ("Common Stock"), as set forth in the above-mentioned
Registration Statement. In our capacity as such counsel to the Company, we have
examined the original or copies of such records of the Company and such other
documents as we deem appropriate as the basis for the opinions herein expressed.
In such examination we have assumed the genuineness of all of the signatures on
original documents and the conformity to original documents of all copies
submitted to us as conformed or photostat copies. As to various questions of
fact material to such opinions, we have relied upon the statements or
certificates of officials and representatives of the Company and others.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation incorporated under the general
corporation laws of the State of Nevada and its status is active.
2. When (i) the Registration Statement has become effective under the
Securities Act of 1933, as amended (the "Act"), (ii) the 350,000 shares of
common Stock have been issued and sold as contemplated in the Registration
Statement and (iii) certificates representing the 350,000 shares of Common Stock
have been duly executed, delivered and paid for, such shares of Common Stock
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Tralins and Associates, P.A.
