PETERSEN & FEFER
5616 San Felipe Attorneys at Law Chateau de Barbereche
Suite 200 CH-1783 Barbereche
Houston, Texas 77056 Switzerland
Telephone 281.440.6600 E-mail Telephone 41.26.684.05.00
Facsimile 713.627.0927 [email protected] Facsimile 41.26.684.05.05
Yifan Communications, Inc.
41-60 Main Street, Suite 210
Flushing, Queens, New York 11355
Attention: Chairman of the Board
We have acted as counsel for Yifan communications Inc., a Delaware
corporation formerly known as Smart Games Interactive, Inc. (the "Company"), in
connection with the proposed issuance by the Company of an aggregate of
2,040,000 shares of the Company's Common Stock, $.008 par value ("Common Stock")
pursuant to the Company's Amended Year 2000 Incentive Stock Plan, the
Non-employee Directors' Stock Option Plan and the Contractual Compensatory Stock
Grants (collectively, the "Plans").
In connection therewith, we have examined, among other things, the
Certificate of Incorporation, as amended, and By-laws of the Company, the
corporate proceedings with respect to such issuances the Plans and the
Registration Statement on Form S-8 (No. 33-_________) filed by the Company on
September, 25, 2000 (the "Registration Statement") with the Securities and
Exchange Commission for the registration, under the Securities Act of 1933, as
amended, of the Common Stock. I am rendering this opinion as of the time the
Registration Statement becomes effective.
Based on our review, we are of the opinion that:
1. The Company is a corporation duly organized validly existing and
in good standing under the laws of the State of Delaware.
2. The Company is entitled to use Form S-8 to register the shares of
Common Stock issuable under the Plans because each of the grantees
has performed bona fide services for the Company and none of the
Grants constitutes compensation for services rendered in
connection with the offer or sale of securities in a
capital-raising transaction.
3. The 2,040,000 shares of Common Stock of the Company issued by the
Company to the grantees pursuant to the Plans, have been duly
authorized for issuance, and, subject to compliance with any
applicable Blue Sky laws, upon the issuance and delivery thereof
in accordance with the provisions of the Plans and as set forth in
the Registration Statement and upon issuance will be duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing, as an exhibit to the Registration
Statement, of this opinion.
Very truly yours,
Petersen & Fefer
By: /s/ John L. Petersen
John L. Petersen
Attorney at Law
