[HACKNEY MILLER, P.A. LETTERHEAD]
August 20, 2001
Silk Botanicals.com, Inc.
975 S. Congress Avenue
Suite 102
Delray Beach, Florida 33445
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed by
Silk Botanicals.com, Inc., a Florida corporation
Board of Directors:
As counsel for, Silk Botanicals.com, Inc., Florida corporation (the
"Company"), and in connection with issuance of 21,000 shares of the
Company's $0.001 par value common stock (the "Securities") to three
individual consultants (the "Consultants") pursuant to written
compensation agreements, copies of which are incorporated herein by
reference and referred to as Consultant Agreements or [the "Plan"], I
have been asked to render an opinion as to the legality of these
Securities, which are to be covered by a Registration Statement to be
filed by the Company on Form S-8 of the Securities and Exchange
Commission ("Commission's") as to which this opinion is to be filed as
an exhibit.
As you are aware, no services to be performed and billed to you which
are in any way related to a "capital raising" transaction may be paid
by the issuance of Securities pursuant to the this registration and I
am relying on the written representations of the plan participants,
which representations accompany the Plan. In connection with rendering
my opinion, which is set forth below, I have reviewed and examined
originals or copies of the following documents, to wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the fiscal year ended May 31,
2000, filed with the Commission on or about August 29,
2000;
4. 10-QSB Quarterly Reports for the past twelve months;
5. Copies of the Consulting Agreements [Plan];
6. Board Resolutions
7. Correspondence with the Consultants regarding the type of
services rendered and to be rendered, and Securities Act
Release No. 33-7646, dated August 1, 2001, responses to my
letter to the participants.
I have also examined various other documents, discussed with, public
officials, directors, executive officers and agents of the Company,
and have made investigations as I have deemed reasonable, necessary or
prudent under the circumstances in rendering this opinion. I also have
reviewed various statutes and judicial precedence as I have deemed
relevant or necessary.
Further, as counsel for the Company, I have discussed the items relied
upon in rendering the opinion and the documents I have examined with
one or more directors and executive of the Company, and in all
instances, I have assumed the genuineness of all signatures, the
capacity of natural persons, the authenticity of all documents
submitted to me as conforming with the original documents and the
authenticity of the originals of such copies. I have further assumed
that (i) the recipients of these Securities under the Plan will have
paid the consideration under the terms of the Plan prior to the
issuance of the Securities; (ii) that none of the services performed
Exhibit 5.1 - Pg. 1
by the recipients shall be related to "capital raising" transactions;
(iii) the Securities to be received by each Consultant will not
constitute more than 10% of the total issued and outstanding of common
stock of the Company.
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 7, inclusive,
above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the list set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to
the recipients thereof, after receipt of full payment therefore, be
deemed duly validly authorized, legally issued and fully paid and non-
assessable under the Florida Business Corporation Act.
This opinion is expressly limited in scope to the Securities described
herein and which are expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of
any securities to be made in the future pursuant to any other plan
any, pertaining to services performed in the future. Any such
transactions are required to be included in a new Registration
Statement or a post-effective amendment to the above Registration
Statement, which will be required to include a revised or a new
opinion as to the legality of the Securities to be issued.
Further, this opinion is limited to the corporate laws of the State of
Florida and the security rules and regulations of the United States,
and I express no opinion with respect to the legality in any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above Registration Statement; however, this opinion is
not to be used, circulated, quoted or to be referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as the
date hereof, and assume no duty to communicate with you with respect
to any matter which may hereafter to my attention.
Yours very sincerely,
/s/Carol Anne Voelker
Carol Anne Voelker
August 20, 2001
Exhibit 5.1 - Pg. 2