EXHIBIT 5.1
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L. VAN STILLMAN, P.A. 1177 George Bush Boulevard, Suite 308
Attorney-At-Law DELRAY BEACH, FLORIDA 33483
Telephone (561) 330-9903
L. Van Stillman Facsimile (561) 330-9116
Admitted in Florida and Pennsylvania E-Mail van@stillman.net
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January 25, 2000
Board of Directors
Aqua Clara Bottling and Distribution, Inc.
1315 Cleveland Street
Clearwater, FL 33755
RE: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to whether or not the 6,000,000
shares of common stock (no par value) to be issued to various individuals
solely for services, when issued, will be legally issued and fully paid
and non-assessable securities of the Company. In connection with these
agreements, I have examined the Form of the Registration Statement to be
filed by the Company in connection with such shares on Form S-8; the
Articles of Incorporation of the Company, as amended; the By-Laws of the
Company currently in effect; and the Minutes of the Company relating to
the issuance of the shares. In addition, I have examined such other
documents and records, instruments and certificates of public officials,
officers and representatives of the Company and have made such other
investigations as I deemed necessary or appropriate under the
circumstances. In connection with rendering this opinion, I have
reviewed such statutes and regulations as I have deemed relevant and
necessary. In my examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals, the conformity of all
documents submitted to me as certified or photostat copies, and the
authenticity of the original of such copies. I have further assumed that
the recipients of the shares of common stock under this agreement will
have paid the consideration required under the terms of such agreement or
agreements prior to the issuance of such shares.
Based upon the foregoing, and in reliance thereon, it is my opinion
that, subject to the limitations set forth herein, the agreements made
with individuals for the issuance of 6,000,000 shares of common stock to
BOARD OF DIRECTORS
AQUA CLARA BOTTLING & DISTRIBUTION, INC.
RE: REGISTRATION STATEMENT ON FORM S-8
PAGE 2
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be issued, will, upon receipt of full payment, issuance and delivery in
accordance with the terms of the agreements covered by such Registration
Statement, be duly and validly authorized, legally issued, fully paid and
non-assessable. This opinion is expressly limited in scope to the shares
enumerated herein which are to be expressly covered by the Registration
Statement and does not cover subsequent issuances of shares to be made in
the future pursuant to such agreement, if any, pertaining to services to
be performed in the future. Such transactions are required to be
included in either a new registration statement or a post effective
amendment to the Registration Statement including updated opinions
concerning the validity of issuance of such shares.
This opinion is limited to the laws of the State of Florida and
Colorado and in particular the General Corporation Laws of the State of
Colorado. I express no opinion with respect to the laws of any other
jurisdiction. In addition, I hereby consent to you filing this opinion
with the Securities and Exchange Commission as an exhibit to the above-
referenced Registration Statement. This opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose without
my prior written consent. This opinion is based upon my knowledge of the
law and facts as of the date hereof. I assume no duty to communicate
with you with respect to any matter which comes to my attention
hereafter.
Very truly yours,
LAW OFFICE OF L. VAN STILLMAN, P.A.
_________/s/L. Van Stillman__________
L. Van Stillman, President
LVS:kni