Exhibit 5
Bruce P. Golden & Associates
4137 N. Hermitage Avenue
Chicago, Illinois 60613
Septmeber 14, 2000
Piranha, Inc.
33 N. LaSalle Street
33rd Floor
Chicago, Illinois 60602
Re: 665,692 Shares of Common Stock, par value $.001 per share
Gentlemen:
We have acted as counsel for Piranha, Inc. (the "Company") in connection with
its Registration Statement on Form SB-2 (the "Registration Statement") including
as part thereof a prospectus ("Prospectus") for the registration under the
Securities Act of 1933, as amended (the "Act"), of 358,000 shares of Company
Common Stock, par value $.001 per share (the "Shares"), which are proposed to be
sold from time to time by three stockholders of the Company and an additional
307,692 shares of Company Common Stock, par value $.001 per share (the "Warrant
Shares"), which are proposed to be issued by the Company upon the exercise of an
outstanding Company stock warrant (the "Warrant") held by a stockholder of the
Company.
We have examined or considered:
1. The Company's Certificate of Incorporation, as amended.
2. The Company's Amended and Restated By-Laws.
3. Resolutions duly adopted by the Board of Directors of the Company.
In addition to the examination outlined above, we have conferred with officers
of the Company and have ascertained or verified to our satisfaction such
additional facts as we deemed necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been validly
issued, and are fully paid and nonassessable; the Warrant has been validly
issued and the Warrant Shares upon issuance and delivery in accordance with the
terms of the Warrant will be, upon such issuance and delivery, validly issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to us under "Legal Matters" in the Prospectus
forming part of the Registration Statement. In giving this consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Bruce P. Golden & Associates
Bruce P. Golden & Associates
