EXHIBIT 5 Combined Opinion and Consent of HAMILTON, LEHRER & DARGAN, P.A
July 24, 2001
WINMAX TRADING GROUP, INC.
530 South Federal Highway, Suite 150,
Deerfield Beach, FL 33441
Re: WINMAX TRADING GROUP, INC.
Gentlemen:
We have acted as counsel to WINMAX TRADING GROUP, INC. a Florida
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933 as amended (the "Act") of the Company's Registration Statement on
Form S-8, relating to the registration under the Act of an aggregate of
3,330,000 shares of the Company's Common Stock, $.001 par value (the "Common
Stock").
In rendering this opinion, we have reviewed the Registration Statement on
Form S-8, as well as a copy of the Certificate of Incorporation of the Company,
as amended, and the By-Laws of the Company. We have also reviewed the 2001 Stock
Option Plan and form of Common Stock Purchase Option Agreement and such statutes
and judicial precedents as we have deemed relevant and necessary as a basis for
the opinion hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity with,
the original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such copies.
Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:
(1) The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Florida;
(2) The 3,000,000 shares of Common Stock underlying the Common Stock
Purchase options being registered in the Registration Statement will
be legally issued, fully paid and non-assessable upon their issuance
pursuant to the exercise of the Common Stock Purchase options and the
payment to the Company of the exercise price; and
(3) The 330,000 shares of Common Stock being registered in the
Registration Statement will be legally issued, fully paid and
non-assessable upon their issuance.
This opinion is limited to the General Corporation Law and the Constitution
of the State of Florida and we express no opinion with respect to the laws of
any other jurisdiction. We consent to your filing this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
on Form S-8. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
Very truly yours,
/s/ Brenda Lee Hamilton
Brenda Lee Hamilton
For the Firm
