[EXHIBIT 5.1]
ROBERT C. HACKNEY
PROFESSIONAL LIMITED COMPANY
Attorneys and Counselors at Law
11891 U.S. Highway One, Suite 100
North Palm Beach, FL 33408
(561) 776-8600
March 4, 2004
Board of Directors
KIWI Network Solutions, Inc.
2929 East Commercial Boulevard
Suite 610
Ft. Lauderdale, FL 33308
Gentlemen:
We have acted as special counsel for KIWI Network Solutions,
Inc. ("the "Company") in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities
Act of 1933, as amended, of 12,100,000 shares of Common Stock
$0.001 par value, issued pursuant to the Company's 2004(A)
Consultant Stock Compensation Plan (the "Plan").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of
Regulation S-K.
SCOPE OF REVIEW
For the purposes of our opinion, we have reviewed the
following:
(a) faxed copy of the minutes of a directors
meeting held on February 26, 2004;
(b) faxed copy of the written consent of the majority
shareholder dated March 2, 2004;
(c) copy of the 2004(A) Consultant Stock Compensation Plan;
and
(d) copies of the articles and by-laws of the Corporation
and of such corporate records of the Corporation.
ASSUMPTIONS
In rendering this opinion, I have assumed:
1. The genuineness of all signatures;
2. The authenticity and completeness of all documents
submitted to us;
3. The conformity to original documents and the
completeness of all documents submitted to us or received by us
as conformed copies, certified copies, photocopies or facsimile
transmissions, and the authenticity of the originals where
certified copies, photocopies or facsimile transmissions have
been submitted or received;
4. The accuracy, completeness and truth of all facts set
forth in corporate records or official public records and
certificates and any other documents, certificates or records
supplied by corporate or public officials and the identity and
capacity of all individuals acting or purporting to act as such;
5. That the terms of the 2004(A) Consultant Stock
Compensation Plan are commercially reasonable;
6. All steps have been taken to record the issuance of the
shares in the shareholders register and deliver the necessary
share certificates to, or electronic confirmation of share
ownership on behalf of, the registered owners thereof; and
7. Since the Shares are being issued under the 2004(A)
Consultant Stock Compensation Plan for no cash consideration,
that consideration for the Shares has been received by the
Corporation and has a value which is not less than the fair
equivalent of the money that the Corporation would have received
if the Shares had been issued for money.
My opinion is qualified by the scope of the review specified
herein and I make no representations as to the sufficiency of my
investigation for this opinion. I further expressly exempt from
this opinion any representations as to the completeness,
adequacy, accuracy or any other aspect of the financial
statements incorporated in the Registration Statement.
PRACTICE RESTRICTION
The undersigned is an attorney qualified to carry on the
practice of law in the State of Florida only and we express no
opinion as to any laws or matters governed by the laws other than
the State of Florida and the federal laws of the United States
applicable therein in effect as at the date of this opinion.
COMPANY REPRESENTATIONS
The Company has advised us that:
1. The Company is current in its reporting responsibilities to
the Securities and Exchange Commission as mandated by the
Securities Exchange Act of 1934, as amended.
2. Joe Firek, Eugene Jacob, Michael Baszuly, and Jamie
McIntosh, all of whom are named in this S-8 Registration
Statement, have acted and will continue to act as
consultants to the Company.
3. In their capacities as consultants to the Company, the
above-named individuals have provided bona-fide services to
the Company which are not in relation to the offer or sale
of securities in a capital-raising transaction, and which
did not either directly or indirectly promote or maintain a
market for the Company.
4. The Company has agreed to issue its common stock to the
above-named individuals as compensation for their services
on behalf of the Company.
5. The shares to be issued to these individuals are pursuant to
corporate resolutions and the approval of the Board of
Directors of the Company. These shares shall be registered
pursuant to a Registration Statement on Form S-8.
OPINION
The documentation and representations provided to me for
this opinion by the Company and its duly authorized
representatives indicate that the Company is validly organized
under the laws of the State of Nevada; the Company is current in
its filings with the Commission; the Company's Board of Directors
has authorized the Plan; the Company's Board of Directors has
authorized the filing of the Registration Statement; and that the
Twelve Million One Hundred Thousand (12,100,000) shares to be
included in the Registration Statement are available for issuance
based upon corporate documentation and on the amount of shares
actually issued and outstanding.
Based upon the foregoing, and the qualification set forth below,
I am of the opinion that the Shares herein referenced have been
duly and validly authorized and that subject to compliance with
all provision of the Plan, the Shares will be validly issued as
fully paid and non-assessable shares of common stock in the
Company.
This opinion is based upon and subject to the qualifications and
limitations specified below:
(A) In rendering the opinion that the shares of the
Common Stock to be registered pursuant to the Registration
Statement and issued under the Plan will be validly issued, fully
paid and non- assessable, I assumed that: (1) the Company's Board
of Directors has exercised good faith in establishing the value
paid for the Shares; (2) all issuances and cancellations of the
capital stock of the Company will be fully and accurately
reflected in the Company's Stock Records as provided by the
Company's transfer agent; and (3) the consideration, as
determined by the Company's Board of Directors, to be received in
exchange for each issuance of common stock of the Company, has
been paid in full and actually received by the Company.
(B) I have made no independent verification of the facts
asserted to be true and accurate by authorized representatives of
the Company and have assumed that no person or entity has engaged
in fraud or misrepresentation regarding the inducement relating
to, or the execution or delivery of, the documents reviewed.
(C) In rendering this opinion I have assumed that all
signatures are genuine, that all documents submitted to me as
copies conform substantially to the originals, that all documents
have been duly executed on or as of the date represented on the
documents, that execution and delivery of the documents was duly
authorized on the part of the parties, that all documents are
legal, valid and binding on the parties and that all corporate
records are complete.
(D) I have assumed that the Company is satisfying the
substantive requirements of Form S-8 and I expressly disclaim any
opinion regarding the Company's compliance with such
requirements, whether they are of federal or state origin, or any
opinion as to the subsequent tradeability of any Shares issued
pursuant to the Plan.
(E) I am admitted to practice law in the State of
Florida. I am not admitted to practice law in the State of Nevada
or in any other jurisdiction where the Company may own property
or transact business. This opinion is with respect to federal law
only and I have not consulted legal counsel from any other
jurisdiction for the purpose of the opinion contained herein. I
expressly except from this opinion any opinion as to whether or
to what extent a Nevada court or any other court would apply
Nevada law, or the law of any other state or jurisdiction, to any
particular aspect of the facts, circumstances and transactions
that are the subject of this opinion.
(F) This opinion is strictly limited to the parameters
contained and referenced herein and is valid only as to the
signature date with respect to the same.
(G) We bring to your attention the fact that this legal
opinion is an expression of professional judgment and not a
guarantee of result. This opinion is rendered as of the date
hereof, and we undertake no, and hereby disclaim any, obligation
to advise you of any changes in or new developments that might
affect any matters or any aspect of the opinions set forth
herein.
We do not find it necessary for the purposes of this
opinion letter to cover, and accordingly we express no
opinion as to, the application of the securities or blue sky
laws of the various states to the sale of the Shares, as
contemplated by the Registration Statement.
We hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement and to all references to
our firm included in or made a part of the Registration
Statement. In giving such consent, we do not thereby admit that
we are within the category of persons for whom consent is
required by Section 7 of the Securities Act or the related
rules promulgated by the Commission thereunder.
The opinions expressed herein are solely for your benefit in
connection with the Form S-8 Registration Statement of the
Company and may not be relied upon in any manner or for any
purpose by any other person or entity without the prior written
consent of this firm. This opinion may not be used, relied upon,
circulated, quoted or otherwise referenced in whole or in part
for any purpose without my written consent.
Very truly yours,
/s/Robert C. Hackney
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Robert C. Hackney