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
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 relating to the registration
of 120,000 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.
