Sheila Corvino, Esq.
811 Dorset West Road
Dorset, Vermont 05251
(802) 867-0112
Fax: (802) 867-2468
September 20, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Re: Britannia Capital Corporation
File Number: 333-36684
To Whom It May Concern:
Britannia Capital Corporation (the "Company") is a corporation duly
incorporated and validly existing and in good standing under the laws of the
State of Delaware. The Company has full corporate powers to own its property and
conduct its business, as such business is described in the prospectus which is a
part of a registration statement on Form SB-2. The Company is qualified to do
business as a foreign corporation in good standing in every jurisdiction in
which the ownership of property and the conduct of business requires such
qualification.
This opinion is given in connection with the registration with the
Securities and Exchange Commission of one million (1,000,000) units, ("Units")
each Unit consisting of one share of common stock ("Share") and four redeemable
common stock purchase warrants ("Warrant") at a price per unit of $0.05, for
sale in the Company's proposed public offering.
I have acted as counsel to the company in connection with the preparation
of the Registration Statement on Form SB-2, pursuant to which the Units (each
consisting of one Share and Five Warrants), and Shares underlying the Warrants
are being registered and, in so acting, I have examined the originals and copies
of the corporate instruments, certificates and other documents of the Company
and interviewed representatives of the Company to the extent I deemed it
necessary in order to form the basis for the opinion hereafter set forth. In
such examination, I have assumed the genuineness of all signatures and
authenticity of all documents submitted to me as certified or photostatic
copies. As to all questions of fact material to this opinion which have not been
independently established, I have relied upon statements or certificates of
officers or representatives of the Company.
All of the 1,000,000 Shares contained in the Units and 4,000,000 Shares
underlying the Warrants which are being registered are now authorized but
unissued Shares. The Warrants which are part of the Units have been authorized
by the board of directors of the Company.
I am admitted to the Bar of the State of New York. I express no opinion as
to the laws of any jurisdiction other than the laws of the State of New York.
Based upon the foregoing, I am of the opinion that the 1,000,000 Shares,
being registered for sale by the Company as part of the Units when issued and
sold pursuant to this Registration Statement and the 4,000,000 Shares underlying
the Warrants which are likewise part of the Units, when exercised, will be
legally issued, fully paid and non-assessable and there will be no personal
liability to investors and holders of the Warrants who exercise them.
/s/Sheila G. Corvino
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Sheila G. Corvino
