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EXHIBIT 5
L. VAN STILLMAN, P.A. 301 Yamato Road, Suite 1200
Attorney-At-Law Boca Raton, Florida 33431
(561) 989-8400
April 19, 1999
Board of Directors
Aqua Clara Bottling and Distribution, Inc.
1315 Cleveland Street
Clearwater, FL 33755
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
You have requested my opinion as to whether or not the 1,645,000
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
individuals for the issuance of 1,645,000 shares of common stock to be issued,
will, upon receipt of full payment, issuance and delivery in accordance with
the terms of the agreements
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BOARD OF DIRECTORS
AQUA CLARA BOTTLING AND DISTRIBUTION, INC.
RE: REGISTRATION STATEMENT ON FORM S-8
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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. I express no opinion with respect to the laws of any other
jurisdiction. 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