EXHIBIT 5
Thomas J. Craft, Jr., Esq.
11000 Prosperity Farms Road
Palm Beach Gardens, FL 33410
(561) 691-1998
March 27, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: American Diversified Group, Inc.
Post-Effective Amendment No. 4 to
Registration Statement on Form S-8
Gentlemen:
I have been requested by American Diversified Group, Inc. (the
"Registrant") to furnish an opinion as to matters hereinafter set forth in
connection with the post-effective amendment no. 4 to the registration statement
on Form S-8 under the Securities Act of 1933, as amended (the " Act"), covering
a total of 13,000,000 shares of common stock, which shares are being issued for
services to the Registrant by its consultants, officer- directors, and the
undersigned.
In connection with this opinion, I have reviewed the filings of the
Registrant incorporated by reference in this post-effective amendment no. 4 to
the registration statement, and have determined that the Registrant is current
in its reporting requirements under the Securities Exchange Act or 1934. I have
further determined that the shares have been legally issued, and are fully paid
and non-assessable shares of the Registrant. Further, the Registrant has duly
authorized the issuance of the shares and the filing of this post-effective
amendment no. 4 to the registration statement on Form S-8 under the Act.
I hereby consent to the inclusion of this opinion in the post-effective
amendment no. 4 to the registration statement on Form S-8 being duly filed with
the Securities and Exchange Commission.
Very truly yours,
/s/ Thomas J. Craft, Esq.
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Thomas J. Craft