Exhibit 5
Michael Golightly
268 West 400 South
Suite 300
Salt Lake City, Utah 84101
Attorney at Law Telephone: (801) 575-8073 ext 152
Admitted in Texas and Utah Facsimile: (801) 521-2081
November 21, 2000
Board of Directors
Wichita Development Corporation
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Re: Form SB-2 Registration Statement
Gentlemen:
I have acted as a special counsel for Wichita Development Corporation, a Nevada
corporation (the "Company"), in connection with the preparation and filing of a
registration statement on Form SB-2 (the "Registration Statement") with the
Securities and Exchange Commission ("the Commission"). This opinion relates to
the distribution of 18,400,000 shares of the Company's common stock, par value
$.001 per share ("Shares"), by the Company's Parent Corporation, Kelly's Coffee
Group, Inc. ("Kelly's")by way of a pro-rata distribution of the shares by
Kelly's to its shareholders. The Company has authorized the filing of the
Registration Statement for the purpose of Registering the Shares to allow its
parent corporation, Kelly's, to make the pro-rata distribution of the Shares to
its shareholders. In connection with filing the Registration Statement, you have
requested my opinion regarding the legality of the issuance of the
aforementioned Shares, and whether they will, when distributed by Kelly's, be
legally issued, fully paid and non-assessable, and whether they will represent a
binding obligation of the issuer
In preparing this Opinion, I have examined the following:
o The Company's Articles of Incorporation and Bylaws;
o The Registration Statement herein referenced;
o The Unanimous Consent and Resolution, dated November 17, 2000, by the
Company's Board of Directors, authorizing registration of the Shares
pursuant to the Registration Statement;
o The Unanimous Consent and Resolution, dated August 29, 2000, by the
Company's Board of Directors, authorizing the sale of 18,400,000 shares of
the Company's $0.001 par value common stock to Kelly's Coffee Group, Inc.
in exchange for a cash payment of $540,554.
o Such other documents as I have deemed necessary for the purposes of this
Opinion.
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Additionally, I have made such investigations as I have considered necessary and
appropriate to form a basis for this Opinion. This Opinion is qualified by the
scope of the document 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 in the Registration
Statement.
The documentation and representations provided to me 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's Board of Directors has authorized
the filing of the Registration Statement; and that the number of shares to be
included in the Registration Statement have previously been legally issued to
Kelly's Coffee Group, Inc. in a cash transaction on August 29, 2000, based upon
corporate documentation and on the number of shares actually issued and
outstanding. Based on the foregoing, I am of the opinion that the Shares herein
referenced represent a binding obligation of the issuer and have been:
o Duly and validly authorized and issued, in that as of the date of this
opinion the number of shares issued is not greater than the number of
shares authorized by the certificate of incorporation and that the shares
are of a type that are permitted under the laws of the State of Nevada;
o Legally issued, in that as of the date of this opinion the Company's Board
of Directors has previously duly authorized and issued the shares for cash,
and the form of stock certificate is proper; and
o Fully paid and non-assessable, in that the shares issued to Kelly's Coffee
Group, Inc. were issued for cash, as duly authorized by the Company's Board
of Directors, pursuant to Nevada Law.
This opinion is based on and subject to the qualifications and limitations
specified below:
o In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and distributed
thereunder have been legally issued, fully paid and are nonassessable, I
assumed that: (1) the Company's Board of Directors exercised good faith in
establishing the value paid by Kelly's Coffee Group, Inc. for the Shares;
(2) all transfers and cancellations of the capital stock of the Company
made pursuant to the distribution of the Shares 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 the 18,400,000
shares issued to Kelly's Coffee Group, Inc. for cash, on August 29, 2000,
was in fact paid in full and actually received by the Company before the
shares were issued.
o I have made no independent verification of the facts asserted to be true
and accurate by the authorized representatives of the Company. I 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.
o 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.
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o I have assumed that the Company is satisfying the substantive requirements
of Form SB-2, 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 of any Shares
distributed pursuant to the Registration Statement.
o This opinion is strictly limited to the parameters contained and referenced
herein and is valid only as of 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.
Further, this opinion is conditioned upon the Company complying with the
pertinent provisions of the Securities Act of 1933 and such "blue sky" and
securities laws as may be applicable, including but not limited to the Company's
agreement to not issue any certificate for any shares, nor accept or solicit any
offer for sale of the securities being registered in this Registration
Statement, until such time as the Registration Statement becomes effective.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of my name therein as special counsel. 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, other than by you and by
investors in the Shares, solely in connection with the offering covered by the
Registration Statement.
Sincerely,
/s/ Michael Golightly
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Michael Golightly
Attorney at Law
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