Date Filed:October 23, 2002 SEC File No.333-98373
EXHIBIT NO. SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
1 3 Charter and Bylaws Original Filing
2 5 Opinion and consent of Carter This Filing
Holmes pllc Attorneys and
Counselors at Law
3 15 and 23 Killman, Murrell & Company, P.C. This Filing
Certified Public Accountants
4 23 Consent of Carter Holmes pllc (See This Filing
Exhibit 2)
5 10 Promissory notes from Company to Original filing
Doug Nichols and Craig Stewart
6 10 Bill of Sale for Railcar Original filing
October 23, 2002
Board of Directors
Dallas Railroad Company
2603 Fairmount, Suite 200
Dallas, Texas 75201
Re: Dallas Railroad Company
Registration Statement on Form SB-2
Gentlemen:
We have been retained by Dallas Railroad Company (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 non-assessable.
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 validly 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 Nevada.
We consent to our name being used in the Registration Statement as having rendered the foregoing opinion and as having represented the Company in connection with the Registration Statement.
Sincerely,
CARTER HOLMES pllc
SBH
We hereby consent to the inclusion in this Registration Statement on Form SB-2, Amendment #1, of our report dated June 17, 2002, on the balance sheet as of December 31, 2001, and the related statements of operations, stockholders' equity and cash flows for the period from March 5, 2001 (inception) to December 31, 2001 of Dallas Railroad Company. We also consent to the reference to our firm under the caption "Experts" in the Prospectus, which is part of this Registration Statement.
Dallas, Texas
October 23, 2002
/s/ KILLMAN, MURRELL & COMPANY P.C.
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KILLMAN, MURRELL & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS