1
EXHIBIT 5
[RONALD N. VANCE LETTERHEAD]
July 29, 1996
Board of Directors
American Absorbents Natural Products, Inc.
3800 Hudson Bend Road
Austin, Texas 78734
Re: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to whether or not the 16,667 shares of
common stock (par value $.001) to be issued to William C. Branch by American
Absorbents Natural Products, Inc., a Utah Corporation (the "Company"), when
issued, will be legally issued and fully paid and non-assessable securities of
the Company. In connection with this engagement 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 Bylaws 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 have 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 with the original documents 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 recipient of the
shares of common stock under the agreement will have paid the consideration
required under the terms of such agreement 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 agreement for the issuance of
16,667 shares and the shares of common stock to be issued, will, upon receipt
of full payment, issuance and delivery in accordance with the terms of the
agreement covered by such registration statement, be duly and validly
authorized, legally issued, fully paid and non-accessible. 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.
2
Board of Directors
American Absorbents Natural Products, Inc.
July 29, 1996
Page 2
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 Utah, and in particular
the general corporation law of the State of Utah. I express no opinion with
respect to the laws of any other jurisdiction. In addition, it is expressly
understood that I have not represented the Company in any other capacity in
relation to the above-referenced registration statement on Form S-8. 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.
Sincerely,
/s/ Ronald N. Vance
----------------------------------------
Ronald N. Vance