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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September 26, 2002
Board of Directors
BEVsystems International, Inc.
501 Brickell Key Drive, Suite 407
Miami, Florida 33151
RE: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to whether or not the 8,000,000
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
BOARD OF DIRECTORS
BEVsystems International, Inc.
RE: REGISTRATION STATEMENT ON FORM S-8
PAGE 2
individuals for the issuance of 8,000,000 shares of common stock to 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[1]. 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
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L. Van Stillman, President
LVS:kni
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[1] L. Van Stillman is a member of the bar of Florida and not a member of
the bar of Colorado.