Exhibit 5.1
NACCARATO & ASSOCIATED
19600 Fairchild, Suite 260
Irvine, CA 92612
Telephone: (949) 851-9261 Facsimile: (949) 851-9262
February 12, 2004
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Kaire Holdings Incorporated
Form SB-2 Registration Statement
Dear Sir or Madam:
We have acted as counsel for Kaire Holdings Incorporated,a Delaware corporation (the "Company"), in connection with its Registration Statement on Form SB-2 and subsequent amendments (the "Registration Statement") being filed with the Securities and Exchange Commission relating to the registration for resale of 14,533,334 shares of Common Stock, par value $ .001 per share, of which 14,533,334 shares of Kaire Holdings Incorporated’s ("KAIH") common stock, including up to 3,333,334 shares of common stock issuable to Alpha Capital Aktiengesellschaft upo n the conversion of $100,000 in secured convertible debentures at $0.06 per share, up to 3,333,334 shares of common stock issuable to Gamma Opportunity Capital Partners, LP upon the conversion of $100,000 in secured convertible debentures at $0.06 per share, up to 4,000,000 shares of common stock issuable to Longview Fund, L.P. upon the conversion of $120,000 in secured convertible debentures at $0.06 per share and up to 1,666,666 shares of common stock issuable to Standard Resources Limited upon the conversion of $50,000 in secured convertible debentures at $0.06 per shares and upon the exercise of common stock purchase warrants for 2,200,000 shares at $.06 per shares.
In connection with the foregoing, we have examined, among other things, the Registration Statement and originals or copies, satisfactory to us, of all such corporate records and of all such other agreements, certificates and documents (including instruments evidencing or setting forth the terms and provisions of the Convertible Securities) as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of documents submitted to us as copies. As to any facts material to such opinion, we have, to the extent that relevant facts were not independen tly established by us, relied on certificates of public officials and certificates, oaths and declarations of officers or other representatives of the Company.
Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when sold in the manner described in the Registration Statement, legally and validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Owen Naccarato, Esq.
Naccarato & Associates
