LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
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TELEPHONE: (954) 564-6616
FAX: (954) 561-0997
June 4, 2001
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Winmax Trading Group, Inc
Gentlemen:
This opinion is given in connection with the registration with the Securities
and Exchange Commission of an aggregate of 855,000 shares of Common Stock
granted by Winmax Trading Group, Inc. (the "Company"). The Shares are being
registered pursuant to a requirement of Section 5 of the Securities Act of 1933,
as amended (the "Act") pursuant to a Registration Statement filed with the
Washington, D.C. Office of the United States Securities and Exchange Commission
(the "Registration Statement").
We have acted as counsel to the Company only in connection with the preparation
of the Form S-8 Registration Statement pursuant to which the Shares were
registered, in so acting, have examined the originals and copies of corporate
instruments, certificates and other documents of the Company and interviewed
representatives of the Company to the extent we deemed it necessary, in order to
form the basis for the opinion hereinafter set forth.
In such examination we have assumed the genuineness of all signatures and
authenticity of all documents submitted to me as certified or photostatic
copies. As to all questions of fact material to this opinion which have not
been independently established, we have relied upon statements or certificates
of officers or representatives of the Company.
The 855,000 shares of Common Stock are being registered and distributed pursuant
to the Company's Registration Statement. The shares of Common Stock are now
authorized but unissued.
Based upon the foregoing, we are of the opinion that:
1. The Shares of the Company registered with the Securities and Exchange
Commission, having been issued and sold pursuant to the Registration Statement,
are fully paid and non-assessable and there will be no personal liability to the
owners thereof.
This law firm hereby consents to the use of this opinion in connection with the
Company's Registration Statement and the inclusion of this opinion as an Exhibit
thereto.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ RICHARD P. GREENE
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Richard P. Greene
For the Firm