EXHIBIT 23.3
John L. Thomas, Esquire
18 Beth Drive
Morrestown, NJ 08057
September 28, 2000
Red Oak Hereford Farms, Inc.
2010 Commerce Drive
Red Oak, Iowa 51566
Re: Red Oak Hereford Farms, Inc.
Securities and Exchange Commission
Registration Statement of Form S-1
Gentlemen:
I have acted as counsel to Red Oak Hereford Farms, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-1 under the
Securities Act of 1933, as amended (the "Registration Statement") relating to
16,714,653 shares of Common Stock of the Company, par value $0.001 per share
(the "Shares").
In this capacity, I have reviewed originals or copies, certified or
otherwise identified to my satisfaction, or the Company's Certificate of
Incorporation, its By-laws, resolutions of its Board of Directors, and such
other documents and corporate records as we have deemed appropriate for the
purpose of giving this opinion.
Based upon the foregoing and consideration of such questions of law as I
have deemed relevant, I am of the opinion that the issuance of the Shares by the
Company has been duly authorized by the necessary corporate action on the part
of the Company and such Shares, upon payment therefore, if applicable, will be
validly issued, fully paid and nonassessable.
The opinion expressed herein are limited to the federal law of the United
States and the Nevada General Corporation Law.
I consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since I have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under Section 7 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ John L. Thomas
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John L. Thomas
