WILLIAMS LAW GROUP, P.A.
2503 West Gardner Court
Tampa, FL 33611
September 10, 2003
VIA TELEFAX
Abazias, Inc.
Re: 14,250,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Abazias, Inc., a Delaware corporation (the
"Company"), in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 14,250,000 shares
of the Company's common stock in connection with the Consulting Services
Agreements entered into by and between the Company and Rob Rill and Doug Zemsky
and a legal services agreement with Michael T. Williams, Esq. (collectively, the
"Agreements").
This opinion is being furnished in accordance with the requirements of Item 8 of
Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We are familiar with the proceedings to date with respect to the proposed
issuance of the shares contemplated by the Registration Statement and have
examined such records, documents and questions of law and satisfied ourselves as
to such matters of fact, as we have considered relevant and necessary as a basis
for this opinion letter.
Based on the foregoing, we are of the opinion that:
o The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware; and
o Assuming the accuracy of the documents, representations and
warranties of the Company, each share that will be newly issued
under the terms and provisions of the Agreements, will have legally
issued, fully paid and non- assessable when:
o The Registration Statement, as it may be amended, shall
have become effective under the Securities Act;
o Such shares shall have been duly issued pursuant to the
authorization of the Company's Board of Directors or a duly
authorized committee thereof, in the manner contemplated by
them; and
o A certificate representing such shares shall have been duly
executed, countersigned and registered and duly delivered
to the participant thereof against payment of the agreed
consideration therefore (not less than the par value
thereof) determined in accordance with the terms of the
Agreements.
We do not find it necessary for the purposes of this opinion letter to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the United States or various states to the sale of the
Shares, as contemplated by the Registration Statement. In delivering this
opinion letter, we have assumed, as to questions of fact, among other things,
the accuracy of representations and the genuineness of documents and signatures
given to or reviewed by us.
In connection with this opinion, we note that we have relied upon
representations of the Company, Strategic Capital Advisors, Rob Rill - Principal
and Doug Zempski, attached hereto and incorporated herein, as to the eligibility
of registering the shares on Form S-8. If any of these representations is
inaccurate, Form S-8 is not available and the share must be deemed restricted
securities which can only be resold under an exemption from registration under
federal securities laws.
This opinion letter is limited to the General Corporation Law of the State of
Delaware. The opinions expressed herein are solely for your benefit in
connection with the Form S-8 Registration Statement of the Company and may not
be relied upon in any manner or for any purpose by any other person or entity
without the prior written consent of this firm.
We hereby consent to the filing of this opinion letter as an Exhibit to he
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons for whom consent is required by
Section 7 of the Securities Act or the related rules promulgated by the
Commission thereunder.
Sincerely,
/s/ Michael T. Williams, Esq.
Michael T. Williams, Esq.
To: Williams Law Group, P.A.
Date: October 10, 2003
In connection with your opinion concerning the issuance of shares to Rob Rill
and Doug Zemsky under the consulting contracts attached as Exhibit A under the
S-8 registration statement attached as Exhibit B, we hereby represent and
warrant the following:
o The consultants will provide bona fide services to the registrant under
the contract;
o The fair market value of the services the consultants will render will
be equal to the fair market value of the shares I am receiving; and
o The services to be rendered by the consultants are not and will not in
connection with the offer or sale of securities in a capital-raising
transaction, and do not and will not directly or indirectly promote or
maintain a market for the registrant's securities.
I understand you will be relying upon these representations in rendering your
opinion in the S-8 filing. I understand these representations will be filed in
the registration statement as attachments to your opinion.
I understand if these representations are not true and correct, the shares are
not S-8 eligible and will be restricted securities, transferable under Rule 144
only.
__________________________________
Abazias, Inc.
By: Oscar Rodriguez, President
To: Williams Law Group, P.A.
Date: October 10, 2003
In connection with your opinion concerning the issuance of shares to me under
the consulting contract attached as Exhibit A under the S-8 registration
statement attached as Exhibit B, I hereby represent and warrant the following:
o I will provide bona fide services to the registrant under the contract;
o The fair market value of the services I will render will be equal to
the fair market value of the shares I am receiving; and
o The services are not and will not in connection with the offer or sale
of securities in a capital-raising transaction, and do not and will not
directly or indirectly promote or maintain a market for the
registrant's securities.
I understand you will be relying upon these representations in rendering your
opinion in the S-8 filing. I understand these representations will be filed in
the registration statement as attachments to your opinion.
I understand if these representations are not true and correct, the shares are
not S-8 eligible and will be restricted securities, transferable under Rule 144
only.
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Doug Zemsky
To: Williams Law Group, P.A.
Date: October 10, 2003
In connection with your opinion concerning the issuance of shares to me under
the consulting contract attached as Exhibit A under the S-8 registration
statement attached as Exhibit B, I hereby represent and warrant the following:
o I will provide bona fide services to the registrant under the contract;
o The fair market value of the services I will render will be equal to
the fair market value of the shares I am receiving; and
o The services are not and will not in connection with the offer or sale
of securities in a capital-raising transaction, and do not and will not
directly or indirectly promote or maintain a market for the
registrant's securities.
I understand you will be relying upon these representations in rendering your
opinion in the S-8 filing. I understand these representations will be filed in
the registration statement as attachments to your opinion.
I understand if these representations are not true and correct, the shares are
not S-8 eligible and will be restricted securities, transferable under Rule 144
only.
- ----------------------------------
Rob Rill as principal
