KIM TAYLOR
ATTORNEY- AT- LAW
1003 South 1400 East
Salt Lake City, Utah 84105
Telephone/Fax - (801) 582-7811
April 13, 2000
Board of Directors
Genesis Capital Corporation of Nevada
11701 South Freeway
Burleson, TX 76028
Re: Form S-8 Registration Statement
Gentlemen:
I have acted as a special counsel for Genesis Capital Corporation of
Nevada, a Nevada corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission ("the Commission") under
the Securities Act of 1933, as amended, ("the Act") of a registration statement
on Form S-8 (the "Registration Statement"). The Company is registering 350,000
shares of the Company's common stock to be issued to Mr. Ronald W. Welborn
pursuant to a written compensation contract dated March 24,2000 and 50,000
shares of the Company's common stock to be issued to Mr. Henry Simon pursuant to
a written compensation contract of the same date. The compensation contracts,
(the "Consulting Agreements"), indicate that Mr. Welborn and Mr. Simon have
provided bonafide services to the Company not in connection with an offer or
sale of securities in a capital-raising transaction and not in connection with
any services not deemed permissible for the issuance of stock by the Company
under an S-8 Registration Statement.
In connection with the Company's filing of the Registration Statement,
you have requested my opinion regarding the validity of the issuance of the
aforementioned Shares.
This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it
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is subject to a number of qualifications and limitations, all as more
particularly described in the Accord, and this Opinion should be read in
conjunction therewith.
In connection with the preparation of this Opinion, I have examined the
following:
1. The Company's Articles of Incorporation and Bylaws;
2. The Registration Statement herein referenced;
3. The authorization and approval by the Company's Board of
Directors for the issuance to Mr. Ronald W. Welborn of 350,000
shares of the Company's common stock and the issuance to Mr.
Simon of 50,000 shares of the Company's common stock according to
the terms of the Consulting Agreements referenced herein;
4. A copy of the Consulting Agreements dated March 24, 2000;
5. The Company's Section 10(a) Prospectus for the Registration
Statement;
6. The Company's Form 10-SB as filed with the Securities and
Exchange Commission on October 26, 1999;
7. Such other documents as I have deemed necessary for the purposes
of this Opinion.
Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement, or the performance by the Consultant
of any services not permissible for issuance of stock under an S-8 registration
statement.
The documentation and representations provided to me for this opinion
by the Company and its duly authorized representatives indicate that the Company
is validly organized under the laws of the State of Nevada; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Consulting Agreements; the Company's Board of Directors has
authorized the filing of the Registration Statement; and that 400,000 shares of
the Company's common stock to be included in the Registration Statement are
available for issuance based upon corporate documentation and on the amount of
shares actually issued and outstanding. As such, I am of the opinion that the
Shares herein referenced have been duly and validly authorized and that subject
to compliance with all provisions of the Consulting Agreements, the Shares will
be validly issued as fully paid and non-assessable shares of common stock in the
Company.
This opinion is based upon and subject to the qualifications and
limitations specified below:
(A) Certain of the remedial provisions of the Consulting Agreements may
be further limited or rendered unenforceable by other applicable laws and
interpretations.
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(B) In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued under the
Consulting Agreements will be validly issued, fully paid and nonassessable, I
assumed that: (1) the Company's Board of Directors has exercised good faith in
establishing the value paid for the Shares; (2) all issuances and cancellations
of the capital stock of the Company will be fully and accurately reflected in
the Company's Stock Records as provided by the Company's transfer agent; and (3)
the consideration, as determined by the Company's Board of Directors, to be
received in exchange for each issuance of common stock of the Company, has been
paid in full and actually received by the Company.
(C) I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company and have assumed
that no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.
(D) In rendering this opinion I have assumed that all signatures are
genuine, that all documents submitted to me as copies conform substantially to
the originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents was
duly authorized on the part of the parties, that all documents are legal, valid
and binding on the parties and that all corporate records are complete.
(E) I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they are of federal or
state origin, or any opinion as to the subsequent tradeability or sale of any
Shares issued pursuant to the Consulting Agreements.
(F) I am admitted to practice law in the State of Utah. I am not
admitted to practice law in the State of Nevada or in any other jurisdiction
where the Company may own property or transact business. This opinion is with
respect to federal law only and I have not consulted legal counsel from any
other jurisdiction for the purpose of the opinion contained herein. I expressly
except from this opinion any opinion as to whether or to what extent a Nevada
court or any other court would apply Nevada law, or the law of any other state
or jurisdiction, to any particular aspect of the facts, circumstance and
transactions that are the subject of this opinion.
(G) This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as to the signature date with respect to the
same. I assume no responsibility to advise you of any subsequent changes or
developments which might affect any aspect of this opinion.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.
Sincerely,
/s/ Kim Taylor
Kim Taylor
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