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Exhibit 5.1
Owen M. Naccarato
Attorney at Law
19600 Fairchild, suite 260
Irvine, CA 91614
Office: (949) 851-9261 Facsimile (949) 851-9261
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October 20,2000
TO: SUBSCRIBERS AND WARRANT RECIPIENTS IDENTIFIED ON
SCHEDULE A HERETO
I have acted as counsel to Kaire Holdings Incorporated, a Delaware
corporation (the "Company") in connection with the offer and sale by the Company
of $750,000 principal amount of Convertible Notes (the "Notes") to Subscribers
identified on Schedule A hereto, and issuance of common stock purchase warrants
("Warrants") to certain parties identified on Schedule A hereto, pursuant to the
exemption from registration under the Securities Act of 1933, as amended (the
"Act) as set forth in Regulation D ("Regulation D") promulgated thereunder.
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned to them in the subscription agreement (the "Agreement") by and between
the Company and (Subscribers) (the "Purchasers") entered into at or about the
date hereof. The Agreement, and the agreements described below are sometimes
hereinafter referred to collectively as the "Documents".
In connection with the opinions expressed herein, I have made such
examination of law as I considered appropriate or advisable for purposes hereof.
As to matters of fact material to the opinions expressed herein, we have relied,
with your permission, upon the representations and warranties as to factual
matters contained in and made by the Company and the Purchasers pursuant to the
Documents and upon certificates and statements of certain government officials
and of officers of the Company as described below. We have also examined
originals or copies of certain corporate documents or records of the Company as
described below:
(a) Form of Agreement
(b) Form of Note
(c) Form of Common Stock Purchase Warrant (the "Warrants)
(d) Funds Escrow Agreement
(e) Certificate of Incorporation of the Company as amended
(f) Bylaws of the Company
(g) Minutes of the action of the Company's Board of Directors, including
unanimous Board of Directors approval of the Documents, a copy of
which is annexed hereto.
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In rendering this opinion, I have, with your permission, assumed: (a) the
authenticity of all documents submitted to us as originals; (b) the conformity
to the originals of all documents submitted to us as copies; (c) the genuiness
of all signatures; (d) the legal capacity of natural persons; (e) the truth,
accuracy and completeness of the information, factual matters, representations
and warranties contained in all of such documents; (f) the due authorization,
execution and delivery of all such documents by Subscribers, and the legal,
valid and binding effect thereof on Subscribers; and (g) that the Company and
the Purchasers will act in accordance with their respective representations and
warranties as set forth in the Documents.
I am a member of the bar of the State of California. Except as otherwise
stated herein, I express no opinion as to the laws of any jurisdiction other
than that state and the federal laws of the United States of America. I express
no opinion with respect to the effect or application of any other laws. Special
rulings of authorities administering any of such laws or opinions of other
counsel have not been sought or obtained by us in connection with rendering the
opinions expressed herein.
1. The Company and each of its subsidiaries is duly incorporated, validly
existing and in good standing in the states of their incorporation; have
qualified to do business in each state where required unless the failure to do
so would not have a material impact in the Company's operations; and have the
requisite corporate power and authority to conduct their business, and to own,
lease and operate their properties.
2. The Company has the requisite corporate power and authority to execute,
deliver and perform its obligations under the Documents. The Documents, and the
issuance of the Notes, and Warrants and the reservation and issuance of Common
Stock issuable upon conversion of the Notes and exercise of the Warrants have
been (a) duly approved by the Board of Directors of the Company, and (b) all
such Securities, when issued pursuant to the Agreement and upon delivery, shall
be validly issued and outstanding, fully paid and non assessable.
3. The execution, delivery and performance of the Documents by the Company
and the consummation of the transactions contemplated thereby, will not, with or
without the giving of notice or the passage of time or both:
(a) Violate the provisions of the Certificate of Incorporation or
bylaws of the Company; or
(b) To the best of counsel's knowledge, violate any judgment, decree,
order or award of any court binding upon the Company.
4. The Documents constitute the valid and legally binding obligations of
the Company and are enforceable against the Company in accordance with their
respective terms.
5. The Notes, Warrants and the Common Stock issuable upon conversion of
the Notes, and exercise of the Warrants, have not been registered under the
Securities Act of 1933, as amended (the "Act") or under the laws of any state or
other jurisdiction, and are or will be issued pursuant to a valid exemption from
registration.
6. The holders of the Common Stock issuable upon conversion of the Notes
and exercise of the Warrants will not be subject to the provisions of the anti-
takeover statutes of Delaware or California.
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Our opinions expressed above are specifically subject to the following
limitations, exceptions, qualifications and assumptions:
A. The effect of bankruptcy, insolvency, reorganization, moratorium and
other similar laws relating to or affecting the relief of debtors or the rights
and remedies of creditors generally, including without limitation the effect of
statutory or other law regarding fraudulent conveyances and preferential
transfers.
B. Limitations imposed by state law, federal law or general equitable
principles upon the specific enforceability of any of the remedies, covenants or
other provisions of any applicable agreement and upon the availability of
injunctive relief or other equitable remedies, regardless of whether enforcement
of any such agreement is considered in a proceeding in equity or at law.
C. This opinion letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, including the
General Qualifications and the Equitable Principles Limitation, and this opinion
letter should be read in conjunction therewith.
This opinion is rendered as of the date first written above, is solely for your
benefit in connection with the Agreement and may not be relief upon or used by,
circulated, quoted, or referred to nor may any copies hereof by delivered to any
other person without our prior written consent. I disclaim any obligation to
update this opinion letter or to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinions expressed herein.
Yours truly,
Owen Naccarato, Esq.
