EXHIBIT 5 - LEGAL OPINION
Law Offices of Harold H. Martin P.A.
17111 Kenton Drive, Suite 100B
Cornelius, North Carolina 28031
(704) 894-9760
May 26, 2004
Board of Directors
Capital Resource Funding, Inc.
2212 Lantern Circle Way
Cornelius, North Carolina 28031
Re: Shares to be Registered on Form SB-2 (the "Shares")
Gentlemen:
We have acted as counsel for Capital Resource Funding, Inc., a North Carolina corporation (the "Company"), and one of its shareholders (the "Selling Security older") in connection with the registration of the Shares described in the prospectus ofthe Company dated May 26, 2005 (the "Prospectus"), contained in theRegistration Statement on Form SB-2/A (the "Registration Statement") of theCompany. In connection with this matter, we have examined the originals orCompany. In connection with this matter, we have examined the originals orcopies certified or otherwise identified to our satisfaction of the following:(a) Articles of Incorporation of the Company, as amended to date; (b) By-Laws ofthe Company, as amended to date; (c) Certificates from the Secretary of State ofthe State of North Carolina, dated as of a recent date, stating that the Companyis duly incorporated and in good standing in the State of North Carolina; (d)Share Certificates of the Company; (e) The Registration Statement and allexhibits thereto; and (f) Questionnaires completed and signed by all officersand directors of the Company and have relied on them solely with respect to factual matters. In addition to the foregoing, we have also relied as to matters of fact upon the representations made by the Company and its representatives and upon representations made by the Selling Security Holder. In addition, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or as photo-static copies.
Based upon and in reliance upon the foregoing, and after examination of suchcorporate and other records, certificates and other documents and such mattersof law as we have deemed applicable or relevant to this opinion, it is ouropinion that the Company has been duly incorporated and is validly existing as acorporation in good standing under the laws of the State of North Carolina, theBoard of Directorsjurisdiction of its incorporation, and has full corporate power and authority toown its properties and conduct business as described in the RegistrationStatement.
The authorized capital stock of the Company consists of 100,000,000 shares ofCommon Stock, with a par value of $.001 per share, of which there areoutstanding 10,000,000 shares (including the Shares), and 10,000,000 shares of convertible preferred stock, of which no shares are outstanding. Proper corporateproceedings have been taken validly to authorize such authorized capital stockand all the outstanding shares of such capital stock (including the Shares),when delivered in the manner and/or on the terms described in the RegistrationStatement (after it is declared effective), will be duly and validly issued,fully paid and non-assessable. The shareholders of the Company have nopreemptive rights with respect to the Common Stock of the Company.
We hereby consent to the use of this opinion as an exhibit to the RegistrationStatement. In giving this consent, we do not hereby admit that we come withinthe category of a person whose consent is required under Section 7 of theSecurities Act of 1933, as amended, or the general rules and regulations thereunder.
Very truly yours,
LAW OFFICES OF HAROLD H. MARTIN, P.A.
By /s/ Harold H. Martin
Harold H. Martin
President
