May 11, 2000
CONFIDENTIAL
Office of Small Business Policy
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Leapfrog Smart Products, Inc.-
Opinion re Legality of Securities to be Issued
Ladies and Gentlemen:
We have acted as special counsel for Leapfrog Smart Products, Inc., a Colorado
corporation (the "Registrant"), in connection with the execution and delivery
of a registration statement on Form SB-1 (the "Registration Statement"),
filed pursuant to the Securities Act of 1933 on behalf of the Registrant
and certain Selling Shareholders.
In connection with this matter, we have examined the originals or copies
certified or otherwise identified to my satisfaction of the following:
(a) Articles of Incorporation of the Registrant, as amended to date;
(b) By-laws of the Registrant, as amended to date;
(c) Certificate from the Secretary of State of the State of Colorado,
dated as of a recent date, stating that the Registrant is duly
incorporated and in good standing in its state of incorporation;
(d) Certificate from the Secretary of State of the State of Colorado,
dated as of a recent date, stating that the Registrant is duly qualified
to do business and is in good standing in its state of
incorporation and has filed all required reports and paid
all taxes due;
Page 2
S.E.C.
May 11, 2000
--------------------
(e) Executed copy of the Registration Statement;
In addition to the foregoing, we have also relied as to matters of fact upon
the representations made by the Registrant in compliance with due diligence
requirements submitted by my office and related certificates and upon
representations made by the Registrant. Based upon and in reliance upon the
foregoing, and after examination of such corporate and other records,
certificates and other documents and such matters of law as we have deemed
applicable or relevant to this opinion, it is our opinion that:
1. The Registrant has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Colorado and
has full corporate power and authority to own its properties and conduct
its businesses; the Registrant is duly qualified as a foreign corporation
and is in good standing in Florida and in each other jurisdiction in
which the ownership or leasing of property requires such qualification
(except for those jurisdictions in which the only material consequence of
a failure to be so qualified, other than potential penalties not individually
or in the aggregate material to the Registrant taken as a whole, is that
actions may not be brought in the courts of such jurisdictions by the
Registrant until its failure to so qualify, if required, has been cured);
2. The authorized capital stock of the Registrant consists of 30,000,000
shares of Common Stock, no par value, of which there are outstanding
7,546,495 shares. Proper corporate proceedings have been taken validly to
authorize such authorized capital stock; all the outstanding shares of such
capital stock (including the Shares) have been duly and validly issued and are
fully paid and nonassessable; the shareholders of the Registrant have no
preemptive rights with respect to the Common Stock of the Registrant;
3. The Registrant timely files reports and is current with respect to all
reports required to be filed on behalf of the Registrant, pursuant to Section
12, 13 and/or 15 of the Securities Exchange Act of 1934 (the "Exchange Act")
and, to the best of my knowledge, no stop order suspending the effectiveness
of any registration statement, Exchange Act filing, or suspending or
preventing trading on the Over-the-Counter ("OTC") Bulletin Board is in effect
and no proceedings for that purpose have been instituted or are pending or
contemplated by the N.A.S.D.;
Page 3
S.E.C.
May 11, 2000
---------------------
4. The Registrant's reports (except as to the financial statements contained
therein, as to which we express no opinion) comply as to form in all material
respects with the requirements of the Exchange Act and with the rules and
regulations of the Securities and Exchange Commission thereunder;
5. On the basis of information developed and made available to us, the
accuracy or completeness of which has not been independently verified by us,
we have no reason to believe that the Registration Statement or the Exchange
Act reports (except as to the financial statements contained therein, as to
which we express no opinion) contains any untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading;
6. The information required to be set forth in the Registration Statement is,
to the best of our knowledge, accurately and adequately set forth therein in all
material respects or no response is required with respect to such items, and,
to the best of my knowledge, the description of the Registrant's plans and
agreements granted thereunder accurately and fairly represents the information
required to be shown with respect to said plans, agreements, and reports by
the Exchange Act and the rules and regulations of the Securities and Exchange
Commission thereunder;
7. The terms and provisions of the capital stock of the Registrant conform to
the description thereof contained in all filed reports under the caption
"Description of Common Stock" and have been reviewed by me and insofar as
such statements constitute a summary of the law or documents referred to
therein, are correct in all material respects, and the forms of certificates
evidencing the Common Stock comply with the Colorado law;
8. The descriptions in the filed reports and Registration Statement of material
contracts and other material documents are fair and accurate in all material
respects; and we do not know of any franchises, contracts, leases, licenses,
documents, statutes or legal proceedings, pending or threatened, which in our
opinion is of a character required to be described in the filed reports and
Registration Statement or to be filed as exhibits to the reports or
Registration Statement, which are not described and filed as required;
Page 4
S.E.C.
May 11, 2000
_____________________
9. The Shares have been duly authorized, executed, and delivered by
the Registrant and constitute the valid and legally binding obligation of the
Registrant except as the indemnity provisions thereof may be limited by the
principles of public policy;
10. To the best of our knowledge and belief after due inquiry, there are no
holders of Common Stock or other securities of the Registrant having
registration rights with respect to such securities on account of the filing
of a registration statement who have not effectively waived such rights; and
11. No consent, approval, authorization, or order of any court or
governmental agency or body is required for the consummation by the
Registrant of the transactions on its part contemplated by the Registration
Statement, except such as have been obtained under the Exchange Act
and such as may be required under state or other securities or blue sky
laws in connection with the distribution of the Shares to the Selling
Shareholders.
In addition, we have participated in conferences with representatives and
accountants of the Registrant at which the contents of the Registration
Statement were discussed. Although we have not verified the accuracy or
completeness of the statements contained in the Registration Statement
(other than the caption "Description of Common Stock"), we advise you that
on the basis of foregoing, we have no reason to believe that the Registration
Statement, as of the effective date, contained any untrue statements of
a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading (except
in each such case for the financial statements or other financial data
contained in the Registration Statement as to which we are not called upon
to and do not express any opinion).
Page 5
S.E.C.
May 11, 2000
_____________________
This letter is furnished to you as for filing purposes on behalf of the
Registrant, and is solely for the benefit of the United States Securities and
Exchange Commission.
Respectfully,
/s/ Nadeau & Simmons, P.C.
NADEAU & SIMMONS, P.C.
