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EXHIBIT 5.1
MARCUS A. SANDERS
ATTORNEY AT LAW
June 16, 2000
BAOA, INC.
555 Whitehall Street
Atlanta, Georgia 120
Re: BAOA, Inc.
2000 Stock Award Plan
Ladies and Gentlemen:
I have acted as counsel to BAOA, Inc. ("BAOA") in connection with the
registration with the Securities and Exchange Commission on Form S-8 of shares
of BAOA's common stock, 0.001 par value (the "Shares"), which may be issued in
connection with the above-referenced plan (the "Plan"). In connection with that
registration, I reviewed the proceedings of the Board of Directors of BAOA
relating to the registration and proposed issuance of the common stock, the
Articles of Incorporation of BAOA and all amendments thereto, the Bylaws of BAOA
and all amendments thereto, and such other documents and matters as we have
deemed necessary to the rendering of the following opinion.
Based upon that review, it is my opinion that the Shares when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the California Corporation's Code.
I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
I consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to my office under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
By /s/ Marcus A. Sanders
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Marcus A. Sanders
