[LETTERHEAD OF GREENBERG TRAURIG, LLP]
July 24, 2000
Main Street and Main Incorporated
5050 North 40th Street
Suite 200
Phoenix, Arizona 85018
RE: REGISTRATION STATEMENT ON FORM S-3
MAIN STREET AND MAIN INCORPORATED
Gentlemen:
We have acted as legal counsel to Main Street and Main Incorporated (the
"Company"), in connection with the preparation of the Company's Registration
Statement on Form S-3 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission (the "Commission") on or about July 24, 2000,
under the Securities Act of 1933, as amended, covering an aggregate of 4,011,740
shares of the Company's common stock, par value $.001 per share, that may be
issued by the Company upon exercise of common stock subscription rights to be
distributed to the Company's stockholders (the "Shares").
With respect to the opinion set forth below, we have examined originals,
certified copies, or copies otherwise identified to our satisfaction as being
true copies, of the Registration Statement and such other corporate records of
the Company, agreements and other instruments, and certificates of public
officials and officers of the Company as we have deemed necessary as a basis for
the opinions hereinafter expressed. As to various questions of fact material to
such opinions, we have, where relevant facts were not independently established,
relied upon statements of officers of the Company.
Subject to the assumptions that (i) the documents and signatures examined
by us are genuine and authentic, and (ii) the persons executing the documents
examined by us have the legal capacity to execute such documents, and subject to
such further limitations and qualifications set forth below, it is our opinion
that, when (a) the Registration Statement as then amended shall have been
declared effective by the Commission, and (b) the Shares have been paid for by
stockholders exercising their subscription rights and duly issued, executed,
authenticated, delivered, and sold by the Company as described in the
Registration Statement, the Shares will be validly issued, fully paid, and
non-assessable.
<PAGE>
Main Street and Main Incorporated
July 24, 2000
Page 2
For purposes of our opinion, we have assumed that the Company has paid all
taxes, penalties and interest which are due and owing to the State of Arizona.
We express no opinion as to the applicability or effect of any laws, orders
or judgments of any state or other jurisdiction other than federal securities
laws and the substantive laws of the State of Delaware. Further, our opinion is
based solely upon existing laws, rules and regulations, and we undertake no
obligation to advise you of any changes that may be brought to our attention
after the date hereof.
We hereby expressly consent to any reference to our firm in the
Registration Statement, the inclusion of this opinion as an exhibit to the
Registration Statement, and to the filing of this opinion with any other
appropriate governmental agency.
Very truly yours,
/s/ Greenberg Traurig, a partnership
of limited liability entities
