EXHIBIT 5
OPINION OF COUNSEL
Page 12
JAMES W. NEAREN
Attorney at Law
Licensed Only in Colorado
July 24, 1996
Board of Directors
ICIS Management Group, Inc.
5050 N. Federal Highway
Lighthouse Pt., FL 33064
Re: July 24, 1996 Form S-3 Registration Statement
Dear Sirs,
I have acted as special federal securities counsel for ICIS Management
Group, Inc. (the "Company"), a Florida corporation, in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the " Securities
Act"), of a registration statement on Form S-3 (the "Registration Statement"),
relating to the offer and sale of 3,000,000 shares of common stock (the "Common
Stock") upon conversion of certain rights, warrants or options held by certain
individuals and entities.
As special securities counsel for the Company, I am familiar with the
Company's corporate charter, by-laws, minute book and other corporate records.
Thus, I am familiar with the Company's corporate powers, franchises and other
rights under which it carries on its business. For the purpose of the opinions
expressed hereinbelow, I have examined, among other things, the Registration
Statement to be filed in regards to the above offering, minutes of meetings of
the board of directors, and documents related thereto.
I have supervised proceedings taken in connection with the authorization,
execution and delivery by the Company of the Registration Statement and, as
contemplated thereby, the authorization and issuance of the shares of Common
Stock to be issued thereunder.
In arriving at the opinions set forth below, I have examined and relied
upon originals or copies, certified or otherwise identified to my satisfaction,
of all such corporate records (including the aforesaid documents) and all such
other instruments, documents and certificates of public officials, officers and
representatives of the Company and of other persons and have made such
investigations of law as I have considered necessary or appropriate as a basis
for my opinions. My opinions are qualified in all respects by the scope of my
document examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements, and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements incorporated by reference in the
Registration Statement.
In rendering this opinion, I have assumed, without independently verifying
such assumptions, and this opinion is based and conditioned upon the following:
(i) the genuineness of the signatures on and the enforceability of all
instruments, documents and agreements examined by me; the authenticity of all
documents furnished for my examination as originals and the conformity to
original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date recited therein and that execution and
delivery was duly authorized on the part of the parties thereto; (iii) each of
the foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such certificates, instruments, and documents being legal, valid and
5050 N. Federal Highway, Lighthouse Point, FL 33064
Office 954-426-0806 Fax 954-426-5311
Correspondence to ICIS Management Group, Inc.
July 24, 1996
Page 2
binding obligations of such parties; (iv) the truth and accuracy of
representations and statements made in the document furnished to me for my
review; (v) the truth and accuracy as to matters of law contained in documents
received from the State of Florida; and (vi) the Company will be operated in
accordance with the terms of its charter documents and the laws of the State of
Florida and the terms of the instruments or documents referred to above.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Florida, the
jurisdiction of its incorporation;
2. The terms and provisions of the Common Stock conform to the descriptions
thereof contained in the Registration Statement, and the forms of certificates
used to evidence the stock are in due and proper form and no stockholder is
entitled to any preemptive rights to subscribe to or purchase any of the Common
Stock.
3. The issuance and the sale of the shares of Common Stock in this offering
have been duly and validly authorized and upon delivery to the shareholders will
have been duly authorized, validly issued, fully paid for and non assessable.
4. Based upon my knowledge as president of the Company, there are no suits,
proceedings or actions known to me which are threatened or pending against the
Company in any court or before or by any governmental body which might
materially and adversely affect the business of the Company, its condition
(financial or otherwise), business operations, income, properties or business
prospects, except as set forth in the Company's annual report on Form 10-KSB for
the fiscal year ended December 31, 1995 as filed with the Commission.
5. No consent, approval, order or authorization of any regulatory board,
agency, or instrumentality having jurisdiction over the Company or its
properties (other than registration under the Securities Act or qualification
under state securities or Blue Sky laws or clearance from the NASD) is required
for the valid authorization, issuance and delivery of the stock or, if required,
has been obtained and is in full force and effect.
I am admitted to practice before the State of Colorado and certain federal
courts only. I am not admitted to practice in Florida, the state of the
principal place of business of the Company, or in any other jurisdiction, other
than Colorado, in which the Company may own property or transact business. My
opinions herein are with respect to federal law only and, to the extent my
opinions are derived from laws of other jurisdictions, are based upon an
examination of relevant authorities and the documents referenced herein and are
believed to be correct and I have not directly obtained legal opinions as to
such matters from attorneys licensed in such other jurisdictions. No opinion is
expressed upon any conflict of law issues. My opinions are qualified to the
extent that enforcement of rights and remedies are subject to bankruptcy,
insolvency, fraudulent conveyance, moratorium, and other laws of general
application or equitable principles affecting the rights and remedies of
creditors and security holders and to the extent that the availability of the
remedy of specific enforcement or of injunctive relief is subject to the
discretion of the court before which any proceeding thereof may be brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
5050 N. Federal Highway, Lighthouse Point, FL 33064
Office 954-426-0806 Fax 954-426-5311
Correspondence to ICIS Management Group, Inc.
July 24, 1996
Page 3
This opinion is furnished by me to you as special federal securities
counsel for the Company and it is solely for your benefit. I have advised you of
the conflict of interest that may exist by virtue of my position as an officer
and director of the Company and you have waived any such conflict and agreed to
indemnify me from any claim arising therefrom. This opinion is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any other
purpose, other than as set forth in my consent to the use of the same in the
Registration Statement.
Very truly yours,
/s/ James W. Nearen
-------------------
James W. Nearen
5050 N. Federal Highway, Lighthouse Point, FL 33064
Office 954-426-0806 Fax 954-426-5311