EXHIBIT 5
BAY VENTURE COUNSEL, LLP
Attorneys at Law
Lake Merritt Plaza Building
1999 Harrison Street, Suite 1300
Oakland, California 94612
Telephone (510) 273-8750
Facsimile (510) 834-7440
January 10, 2001
ValueStar Corporation
360 - 22nd Street, Suite 210
Oakland, California 94612
Re: Registration Statement on Form S-8
Gentlemen:
As corporate counsel to ValueStar Corporation, a Colorado corporation
(the "Company"), we have been asked by the Company to review the Registration
Statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission on, or about, January 10, 2001 (the "Registration
Statement"). This is in connection with the registration under the Securities
Act of 1933, as amended, of 2,500,000 shares of the Company's Common Stock,
$0.00025 par value per share (the "Plan Shares"), none of which are presently
issued and outstanding.
As your corporate counsel, we have examined the proceedings and such
other documents as we have deemed necessary relating to the issuance of the Plan
Shares to be issued under the Company's 2000 Equity Incentive Plan.
In rendering this opinion, we have assumed, without investigation, the
genuineness of all signatures; the correctness of all certificates; the
authenticity of all documents submitted to us as originals; the conformity to
original documents of all documents submitted to us as certified, photostatic or
facsimile copies and the authenticity of the originals of such copies; and the
accuracy and completeness of all records made available to us by, or on behalf
of, the Company. In addition, we have assumed, without investigation, the
accuracy of the representations and statements as to factual matters made by the
Company, its officers and employees, and public officials. Nothing has
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come to our attention, however, which would lead us to question the accuracy or
completeness of such representations, warranties or statements.
In rendering the opinion hereinafter expressed, we have examined and
relied upon such documents and instruments as we have deemed necessary and
appropriate. It is our opinion that the Plan Shares, when subsequently issued
upon payment therefor in accordance with the terms of the 2000 Equity Incentive
Plan, will be validly issued, fully paid and nonassessable.
We are admitted to practice law only in the State of California, and we
express no opinion concerning any law other than the law of the State of
California. This opinion is intended solely for your benefit and is not to be
relied upon by any other person, firm, or entity without our prior written
consent.
We consent to the use of this opinion as an Exhibit to the Registration
Statement, and further consent to all references to this Firm in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Bay Venture Counsel, LLP
BAY VENTURE COUNSEL, LLP
