Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
July 7, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: World Shopping Network, Inc. - Form S-8 POS
Dear Sir/Madame:
I have acted as counsel to World Shopping Network, Inc., a
Delaware corporation ("Company"), in connection with its
Registration Statement on Form S-8 POS relating to the
registration of 2,000,000 shares of its common stock
("Shares"), $0.001 par value per Share. The Shares are
issuable pursuant to the Company's Retainer Stock Plan for
Non-Employee Directors and Consultants.
In my representation I have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion,
including, but not limited to, the Articles of
Incorporation, and all amendments thereto, and Bylaws of the
Company.
Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly
existing as a corporation under the laws of the State of
Delaware, and that the Shares, when issued and sold, will be
validly issued, fully paid, and non-assessable.
My opinion is limited by and subject to the following:
(a) In rendering my opinion I have assumed that, at the
time of each issuance and sale of the Shares, the Company
will be a corporation validly existing and in good standing
under the laws of the State of Delaware.
(b) In my examination of all documents, certificates and
records, I have assumed without investigation the
authenticity and completeness of all documents submitted to
me as originals, the conformity to the originals of all
documents submitted to me as copies and the authenticity and
completeness of the originals of all documents submitted to
me as copies. I have also assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of
the parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by
the parties thereto other than the Company. As to matters
of fact material to this opinion, I have relied upon
statements and representations of representatives of the
Company and of public officials and have assumed the same to
have been properly given and to be accurate.
(c) My opinion is based solely on and limited to
the federal laws of the United States of America and the
General Corporation Law of the State of Delaware. I express
no opinion as to the laws of any other jurisdiction.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
