November 1, 2000
USCI, Inc.
5555 Triangle Parkway
Norcross, Georgia 30091
Re: Form S-1 Registration Statement
Gentlemen:
You have requested that we furnish you our legal opinion with respect to
the legality of the following described securities of USCI, Inc.. (the
"Company") covered by a Form S-1 Registration Statement, as amended through the
date hereof (the "Registration Statement"), filed with the Securities and
Exchange Commission for the purpose of registering such securities under the
Securities Act of 1933:
1. Up to 5,298,156 shares of common stock, $.0001 par value (the "Shares"),
which may be offered by certain Selling Shareholders named in the
Registration Statement (the "Shares").
In connection with this opinion, we have examined the corporate records of
the Company, including the Company's Articles of Incorporation, Bylaws, and the
Minutes of its Board of Directors and Shareholders meetings, the Registration
Statement, and such other documents and records as we deemed relevant in order
to render this opinion.
Based on the foregoing, it is our opinion that the Shares are validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with Securities and
Exchange Commission as an exhibit to the Registration Statement and further
consent to statements made therein regarding our firm and use of our name under
the heading "Legal Matters" in the Prospectus constituting a part of such
Registration Statement.
Sincerely,
VANDERKAM & SANDERS
/s/ Vanderkam & Sanders
