KAUFMAN & MOOMJIAN, LLC
Attorneys at Law
50 Charles Lindbergh Boulevard - Suite 206
Mitchel Field, New York 11553
Telephone: (516) 222-5100
Facsimile: (516) 222-5110
Internet: kmcorplaw.com
September 29, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Vizacom Inc.
Registration Statement on Form S-8
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Dear Sirs/Madams:
We have acted as counsel for Vizacom Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 15,000,000 shares (the "Shares") of the common stock, par
value $.001 per share (the "Common Stock"), of the Company, available for award
under the Company's 2000 Equity Incentive Plan (the "Plan").
As counsel for the Company, we have examined the Company's corporate
records, including its Certificate of Incorporation, as amended to date,
By-Laws, as amended to date, its corporate minutes, the form of the stock
certificate representing shares of Common Stock, the Plan, as amended to date,
and such other documents as we have deemed necessary or relevant under the
circumstances.
Based upon our examination, we are of the opinion that the Shares,
when duly issued pursuant to, and in accordance with, the Plan, will be duly
authorized, legally issued, fully paid and nonassessable.
We hereby consent to be named in the Company's Registration Statement
on Form S-8 (the "Registration Statement") with respect to the Shares as counsel
of the Corporation, and we hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
KAUFMAN & MOOMJIAN, LLC
By: /s/ Neil M. Kaufman
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Neil M. Kaufman, Member
