Exhibit 5
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L. VAN STILLMAN, P.A.
ATTORNEY-AT-LAW 1177 GEORGE BUSH BOULEVARD, SUITE 308
Delray Beach, Florida 33483
TELEPHONE (561) 330-9903
L. VAN STILLMAN FACSIMILE (561) 330-9116
ADMITTED IN FLORIDA AND PENNSYLVANIA E-MAIL [email protected]
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August 2, 2000
Phoenix International Industries, Inc.
1750 Osceola Drive
West Palm Beach, Florida 33409
RE: PHOENIX INTERNATIONAL INDUSTRIES, INC.
REGISTRATION STATEMENT S-1 (FILE NO. [ ])
Gentlemen:
At your request, I have examined the Registration
Statement on Form S-1 (the "Registration Statement") filed by
Phoenix International Industries, Inc. (the "Company"), a Florida
corporation, with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933,
as amended, of 12,847,825 shares of Common Stock, par value
$0.001 per share, of the Company (the "Common Stock") to be sold
by certain selling shareholders of the Company, as
identified in the Registration Statement.
As your corporate counsel, and in connection with the
preparation of this opinion, I have examined the originals
or copies of such documents, corporate records, certificates of
public officials and officers of the Company, and other
instruments related to the authorization and issuance of the
<PAGE> Exhibit 5 - Pg. 1
Common Stock, as I deemed relevant or necessary for the opinion
expressed herein. Based upon the foregoing, it is my opinion
that the shares of Common Stock to be sold by the selling
shareholders will, when sold, be legally issued, fully paid, and
nonassessable and that the Company has the power, and has
properly issued the Shares.
I hereby consent to the use of this opinion as an
exhibit to the Registration Statement and further consent to
the use of my name in the "Legal Matters" section of the
Registration Statement, including the Prospectus constituting
a part thereof, and any amendments thereto.
Very truly yours,
LAW OFFICE OF L. VAN STILLMAN, P.A.
/s/ L. Van Stillman
L. Van Stillman, Esq.
LVS:kni
<PAGE> Exhibit 5 - Pg. 2
