OPINION AND CONSENT OF BROAD AND CASSEL
BROAD AND CASSEL
201 South Biscayne Boulevard
Suite 3000
Miami, Florida 33131
October 18, 2000
5th Avenue Channel Corp.
3957 NE 163rd Street
North Miami Beach, Florida 33160
RE: 5th Avenue Channel Corp. (the "Company")
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion with respect to the shares of the
Company's Common Stock, par value $.01 per share (the "Common
Stock"), included in the Registration statement on Form S-8 filed
with the U.S. Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act").
As counsel to the Company, we have examined the original or
certified copies of such records of the Company, and such agreements,
certificates or public officials, certificates of officers or
representatives of the Company and others, and such other documents
as we deem relevant and necessary for the opinions expressed in this
letter. In such examination, we have assumed the genuineness of all
signatures on original documents, and the conformity to original of
all copies submitted to us as conformed or photostatic copies. As to
various questions of fact material to such opinions, we have relied
upon statements or certificates of officials and representatives of
the Company and others.
Based on, and subject to the foregoing, we are of the opinion
that the shares of Common Stock being registered in the Form S-8
will, once issued as contemplated under the Form S-8, have been duly
and validly issued, and shall be fully paid and non-assessable.
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In rendering this opinion, we advise you that members of this
Firm are members of the Bar of the State of Florida, and we express
no opinion herein concerning the applicability or effect of any laws
of any other jurisdiction except the securities laws of the United
States of America referred to herein.
This opinion has been prepared and is to be construed in
accordance with the Report on Standards for Florida Opinions, dated
April 8, 1991, as amended and supplemented, issued by the Business
Law Section of The Florida Bar (the "Report"). The Report is
incorporated by reference into this opinion.
We hereby consent to the filing of this opinion as an exhibit to
the Form S-8. In giving such consent, we do not thereby admit that we
are included within the category of persons whose consent is required
under Section 7 of the Securities Act, or the rules and regulations
promulgated thereunder.
Very truly yours,
/s/ Broad and Cassel
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Broad and Cassel
