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EXHIBIT 5
HOWARD & HOWARD ATTORNEYS, P.C.
1400 N. WOODWARD AVENUE, SUITE 101
BLOOMFIELD HILLS, MICHIGAN 48304
July 30, 1997
CAPITAL DIRECTIONS, INC.
322 South Jefferson Street
Mason, Michigan 48854
ATTENTION: TIMOTHY P. GAYLORD
Greetings:
We have acted as counsel to Capital Directions, Inc. (the "Company")
in connection with the preparation and filing of a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
registering an additional 20,000 shares of the Company's Common Stock, par
value $5 per share, issuable upon exercise of stock options granted to officers
or other key employees of the Company or a subsidiary of the Company pursuant
to the Capital Directions, Inc. Incentive Stock Option Plan (the "Plan"), which
Plan was adopted by resolution of the Board of Directors of the Company (the
"Board") on May 20, 1993 and approved by shareholders on April 28, 1994.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certifies, and other
documents and conducted interviews with officers as we considered necessary or
appropriate for the purpose of this opinion.
It is our opinion that the Common Stock of the Company, when issued as
provided in the Plan, will be legally issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
This opinion is rendered pursuant to Item 8 of Form S-8 and Item 601
of Regulation S-K and may be relied upon only by the Company and the Securities
and Exchange Commission and may not be used, quoted or referred to and/or filed
with any other person without our prior written permission.
VERY TRULY YOURS,
HOWARD & HOWARD ATTORNEYS, P.C.
/S/ MELANIE MAYO WEST
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MELANIE MAYO WEST