REFERENCE 5.01 OPINION REGARDING LEGALITY AND CONSENT OF COUNSEL
Thomas P. McNamara, P.A.
Tampa, Florida
October 26, 2001
Board of Directors
Maxim Mortgage Corporation
10325 Summer Creek Drive
Alpharetta, Georgia 30022
Re: Maxim Mortgage Corporation
Registration Statement on Form SB-2
Gentlemen:
We have been retained by Maxim Mortgage Corporation (the "Company") in connection with the Registration Statement (the "Registration Statement") on Form SB-2, to be filed by the Company with the Securities and Exchange Commission relating to the offering of securities of the Company. You have requested that we render our opinion as to whether or not the securities proposed to be issued on terms set forth in the Registration Statement will be validly issued, fully paid, and nonassessable.
In connection with the request, we have examined the following:
1. Articles of Incorporation of the Company;
2. Bylaws of the Company;
3. The Registration Statement; and
4. Unanimous consent resolutions of the Company's Board of Directors.
We have examined such other corporate records and documents and have made such other examinations as we have deemed relevant.
Based on the above examination, we are of the opinion that the securities of the Company to be issued pursuant to the Registration Statement are duly authorized and, when issued in accordance with the terms set forth in the Registration Statement, will be validly issued, and fully paid, and non-assessable under the corporate laws of the State of Delaware.
We consent to our name being used in the Registration Statement as having rendered the foregoing opinion .
Sincerely,
Thomas P. McNamara, P.A.
/s/ Thomas P. McNamara, P.A.