Exhibit 5
MCLAUGHLIN & STERN, LLP
260 MADISON AVENUE
NEW YORK, NEW YORK 10016
(212) 448-1100
FAX (212) 448-0066
RICHARD J. BLUMBERG
Direct Phone: (212) 448-6205
November 22, 2000
Mark Solutions Inc.
1515 Broad Street
Bloomfield, NJ 07003
Re: Mark Solutions, Inc.
Gentlepersons:
We have acted as counsel to Mark Solutions, Inc. ("Mark" or the "Company") in
connection with the registration statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission by Mark.
We hereby confirm to you that we have examined originals or copies certified to
our satisfaction of the Company's Certificate of Incorporation, minutes of the
meetings of the Board of Directors and shareholders and such other documents and
instruments as we deemed necessary, and we have made such examination of law as
we have deemed appropriate as a basis for the opinions hereinafter expressed.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in good
standing under the laws of the State of Delaware.
2. The 6,500,000 shares of common stock being registered and to be offered by
three selling shareholders have been duly authorized and validly issued, are
fully paid and non-assessable.
We hereby consent to the reference to this Firm in this Registration Statement
and to the filing of this opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ McLaughlin & Stern, LLP
McLAUGHLIN & STERN, LLP
II-6
