Opinion of Counsel and Consent of Counsel
Board of Directors
USA Biomass Corporation
Re: Registration Statement on Form SB-2
Gentlemen: As counsel to USA Biomass Corporation, a Delaware corporation (the
"Company"), we have participated in the preparation of the Company's
Registration Statement on Form SB-2 filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, relating to the
registration of 722,581 shares of the Company's $.002 par value Common Stock
(the "Shares"). As counsel to the Company, we have examined such corporate
records, certificates and other documents of the Company, and made inquiries of
such officers of the Company, as we have deemed necessary or appropriate for
purposes of this opinion. Based upon such examinations, we are of the opinion
that the Shares, when issued in the manner set forth in the Registration
Statement, will be duly authorized, validly issued, fully paid and
non-assessable shares of the Common Stock of the Company. We hereby consent to
the inclusion of this opinion as an exhibit to the Registration Statement on
Form SB-2 filed by the Company and the reference to our firm contained therein
under "Legal Matters."
Sincerely,
/s/ Stepp & Beauchamp LLP
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