Exhibit 24.1
August 25, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: TASTY FRIES, INC.
REGISTRATION STATEMENT ON FORM SB-2
(File No. 333-92661)
Gentlemen:
We have acted as counsel to Tasty Fries, Inc., a Nevada corporation (the
"Company) in connection with the registration by the Company under the
Securities Act of 1933 (the "Act"), pursuant to the Company's Registration
Statement on Form SB-2 (File No. 333-92661) to be filed with the Securities and
Exchange Commission (the "Commission") on or about the date of this letter (the
"Registration Statement") of up to 6,470,000 shares of the Company's common
stock, par value $.001 ("Issuable Shares").
In connection with this opinion, we have examined originals or copies, certified
or otherwise to our satisfaction, of the Certificate of Incorporation of the
Company, as amended to date, Certificates of Good Standing of a recent date and
minutes of its Board of Director and such other documents, instruments and
records; and have made such other investigations, as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
We have assumed the legal capacity of all natural persons, the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents submitted to us as certified or photostatic
copies and the authenticity of all documents submitted to us as originals of
such latter documents. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or otherwise to enter into and perform their respective obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or otherwise, and the execution and delivery by such parties of such
documents and the validity and binding effect thereof. As to any facts material
to the opinions expressed herein, we have relied upon oral or written statements
and representations of officers and other representatives of the Company and
others.
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August 25, 2000
Securities Exchange and Commission
RE: TASTY FRIES, INC.
Based upon and subject to the foregoing, we are of the opinion that the Issuable
Shares, when issued, sold and delivered in the manner and/or the consideration
stated in the Prospectus included in the Registration Statement will be duly
authorized and validly issued, fully paid and non-assessable.
We hereby consent to the filing of the opinion with the Commission as Exhibit
5.0 to the Registration Statement. We also consent to the reference to our firm
under the caption "Legal Matter" in the Prospectus included in the Registration
Statement.
Cordially,
BECKMAN, MILLMAN & SANDERS, LLP
By: /S/ STEVEN A. SANDERS
-------------------------
Steven A. Sanders
