EXHIBIT 5
March 24, 2000
Janex International, Inc.
2999 North 44th Street
Suite 225
Phoenix, AZ 85018
Re: Janex International, Inc., a Colorado corporation
Registration Statement On Form S-8
Gentlemen:
We are counsel for Janex International, Inc., a Colorado corporation
(the "Company"). We have been asked to deliver this opinion in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") relating to 2,500,000 shares of the
Company's Common Stock, no par value per share (the "Shares"). This opinion
letter, together with Schedule A attached hereto (this "Opinion Letter"), is
being rendered in connection with the filing of the Registration Statement.
The 2,500,000 shares covered by this Registration Statement are
issuable under the Company's 2000 Combination Stock Option Plan (the "Plan").
In connection with this Opinion Letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the following documents (collectively, the "Documents"):
1. a certificate from the Secretary of State of the State of Colorado
dated February 8, 2000 as to the legal existence and good standing of the
Company;
2. a copy of the Articles of Incorporation of the Company, as amended
to date, and a certificate of the Secretary that there have been no further
amendments thereto;
3. a copy of the By-laws of the Company, certified by the Secretary
of the Company as presently being in effect;
4. certain proceedings of the directors of the Company relative to
the Plan and Options granted under the Plan;
5. the Plan;
6. a letter of recent date from the Company's transfer agent as to
the issued and outstanding shares of the Company's Common Stock, no par value
per share;
7. a letter from the Company dated March 14, 2000 regarding the
number of issued and outstanding securities of the Company;
8. a waiver dated March 22, 2000 from the holder of the Company's
Class A Convertible Preferred Stock;
9. a representation letter dated March 9, 2000 from the Company and
Howard R. Baer regarding consulting services provided and to be provided to the
Company by Mr. Baer;
10. a letter agreement between Palmilla Ventures Limited
Partnership and the Company dated March 9, 2000 regarding the surrender of
10,000,000 shares of common stock to the Company;
11. a stock assignment (separate from certificate) transferring
10,000,000 shares of common stock from Palmilla Ventures Limited Partnership
to the Company;
12. a letter from American Stock Transfer and Trust Company
concerning Palmilla Ventures Limited Partnership's record ownership of the
Company's common stock; and
13. the Registration Statement.
We have assumed, for the purposes of our opinion herein, that any
conditions to the issuance of the Shares under the Plan have been or will be
satisfied in full. We have also assumed, for purposes of the opinion, that
the transactions contemplated by the letter agreement between the Company and
Palmilla Ventures Limited Partnership will be consummated prior to the
issuance of any Shares.
We have, without independent investigation, relied upon the
representations and warranties of the various parties as to matters of objective
fact contained in the Documents.
In addition, this Firm, in rendering legal opinions, customarily makes
certain assumptions which are described in Schedule A hereto. In the course of
our representation of the Company in connection with the preparation of the
Registration Statement, nothing has come to our attention which causes us to
believe reliance upon any of these assumptions is inappropriate, and, with your
concurrence, the opinion hereafter expressed is based upon those assumptions.
The Enumerated Party referred to in Schedule A is the Company.
We have not made any independent review or investigation of orders,
judgments, rules or other regulations or decrees by which the Company or any of
its property may be bound, nor have we made any independent investigation as to
the existence of actions, suits, investigations or proceedings, if any, pending
or threatened against the Company.
With your concurrence, our opinion hereafter expressed is based solely
upon (1) our review of the Documents, (2) discussions with those of our
attorneys who have devoted substantive attention to the preparation of the
Registration Statement, and (3) such review of published sources of law as we
have deemed necessary.
Our opinion contained herein is limited to the laws of the
Commonwealth of Massachusetts, the laws of the State of Delaware and the
Federal law of the United States of America. To the extent that the Plan or
any agreement issued thereunder provides that it should be governed by the
laws of any jurisdiction other than the Commonwealth of Massachusetts, our
opinion is being rendered as if only the internal laws of the Commonwealth of
Massachusetts and the General Corporation Law of Delaware were applicable
thereto, notwithstanding the governing law provisions of the Plan or any
agreement to the contrary.
We express no legal opinion upon any matter other than that explicitly
addressed below, and our express opinion therein contained shall not be
interpreted to be an implied opinion upon any other matter.
Based upon and subject to the foregoing, we are of the opinion that the
issuance of the Shares has been duly authorized and, when issued and paid for in
accordance with the terms and conditions of the Plan, the Shares will be validly
issued, fully paid, and non-assessable.
We hereby consent to the reference to this firm in the Registration
Statement and to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER, P.C.
By: /s/ John G. Nossiff, Jr.
------------------------------
John G. Nossiff, Jr., a Member
SCHEDULE A
BROWN, RUDNICK, FREED & GESMER
STANDARD ASSUMPTIONS
In rendering legal opinions, Brown, Rudnick, Freed & Gesmer makes
certain customary assumptions described below:
1. Each natural person executing any of the Documents has sufficient legal
capacity to enter into such Documents.
2. Each Document is accurate, complete and authentic, each original is
authentic, each copy conforms to an authentic original and all
signatures are genuine.
3. All official public records are accurate, complete and properly indexed
and filed.
4. There has not been any mutual mistake of fact or misunderstanding,
fraud, duress, or undue influence by or among any of the parties to the
Documents.
5. The conduct of the parties to the Documents has complied in the past
and will comply in the future with any requirement of good faith, fair
dealing and conscionability.
6. The Enumerated Party will obtain all permits and governmental approvals
required in the future and take all actions similarly required relevant
to its performance of its obligations under the Documents.
7. All parties to or bound by the Documents will act in accordance with,
and will refrain from taking any action that is forbidden by, the terms
and conditions of the Documents.
8. There are no agreements or understandings among the parties to or bound
by the Documents, and there is no usage of trade or course of prior
dealing among such parties, that would define, modify, waive, or
qualify the terms of any of the Documents.