SOMMER & SCHNEIDER LLP
595 Stewart Ave, Suite 170
Garden City, New York 11530
Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
June 22, 2000
Combined Opinion and Consent
BusinessMall.Com, Inc.
18469 U.S. Highway 19 N.
Clearwater, FL 33764
Re: BusinessMall.Com, Inc.
Gentlemen:
We have acted as counsel to BusinessMall.Com, Inc., a Nevada corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933 as
amended (the "Act") of the Company's Registration Statement on Form S-8, filed
contemporaneously with the Commission relating to the registration under the Act
of 2,849,896 shares (the "Shares") of the Company's Common Stock, $.001 par
value (the "Common Stock").
In rendering this opinion, we have reviewed the Registration Statement on Form
S-8, as well as a copy of the Certificate of Incorporation of the Company, as
amended, and the By-Laws of the Company. We have also reviewed the 2000 Equity
Incentive Plan, consulting agreement and such statutes and judicial precedents
as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity with, the original
documents of all documents submitted to us as certified or photostatic copies,
and the authenticity of the originals of such copies.
Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:
(1) The Company has been duly incorporated and is a validly existing corporation
under the laws of the State of Nevada;
(2) The Shares being registered in the Registration Statement were legally
issued, fully paid and non-assessable.
This opinion is limited to the General Corporation Law and the Constitution of
the State of Nevada are and we express no opinion with respect to the laws of
any other jurisdiction. We consent to your filing this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
on Form S-8. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
Very truly yours,
/s/ Joel C. Schneider
Joel C. Schneider
JCS/md
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