Thomas C. Cook and Associates, Ltd.
Attorneys and Counselors at Law
3110 South Valley View, Suite 106
Las Vegas, Nevada 89102
Thomas C. Cook, Esq. Telephone (702) 876-5941
Admitted to practice in Facsimile (702) 876-8865
Nevada and California www.esquireonline.com
September 19, 2000
William Dillard, President
Mag-Well, Inc.
404 Lakeview Drive
Boerne, Texas 78006
Re: Mag-Well, Inc. (the "Company")
Dear Mr. Dillard:
Pursuant to your request, I have provided this opinion
letter to be used in connection with the Company's
application to register securities for sale via a public
stock offering pursuant to Regulation S-B of the Securities
Act of 1933, as amended. The Company has supplied me with
the following Company documents with regards to this review:
(1) Articles of Incorporation; (2) Bylaws of the Company;
(3) Complete minute book of the Company; (4) The Company's
Form SB-2 Registration Statement; (5) The Company's
Prospectus; (6) Public Subscription Agreement; and (7)
Audited Financial Statements and Unaudited Interim Financial
Statements.
Based upon my review of the above-mentioned documents,
provided to me by the Company, it is my opinion that any
common shares sold in this public offering will be legally
issued, fully paid and non-assessable upon issuance.
This legal opinion should in no way be construed to
recommend the purchase of any securities and does not in any
way form on opinion as to the merits of the offering. It is
with my express permission that the Company may utilize this
opinion letter in regards to any public registration filing,
both state and federal. It is also with my express
permission that the Company may name the undersigned as
counsel in any public registration filing, both state and
federal.
Sincerely,
/s/ Thomas C. Cook, Esq.
Thomas C. Cook, Esq.
