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FREER & MCGARRY
A PROFESSIONAL CORPORATION
1000 Thomas Jefferson Street, NW
Suite 600
Washington, DC 20007-3835
(202) 965-6565
(202) 965-4839 (Fax) Maryland Office
7701 Greenbelt Road
Suite 200
Greenbelt, MD 20770
Tel: (301) 982-5800
December 7, 1995 Fax: (301) 982-4895
The Board of Directors
Value Holdings, Inc.
3211 Ponce de Leon Blvd.
Suite 201
Coral Gables, Florida 33134
Ladies and Gentlemen:
We have represented Value Holdings, Inc. (the "Company") in connection
with that certain Consulting Agreement dated August 8, 1995 between the Company
and John De Nigris (the "Agreement") and the issuance of 300,000 shares of the
Company's Common Stock (the "Shares") to Mr. DeNigris pursuant to the terms of
the Agreement. In connection with giving this opinion, we have reviewed the
records of the Company's actions in connection with entering into the Agreement
and the issuance of the Shares and such other matters that we have considered
necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares when
issued were legally issued, fully paid and non-assessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Shares and to the reference
to us in the Registration Statement.
Sincerely yours,
FREER & McGARRY, P.C.
By /s/ PATRICK H. ALLEN
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Patrick H. Allen
/PHA