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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
May 13, 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 3,620,000 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 3,620,000 shares of common stock to be issued,
will, upon receipt of full payment, issuance and delivery in accordance with the
terms of the agreements covered by such
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BOARD OF DIRECTORS
AQUA CLARA BOTTLING & DISTRIBUTION, INC.
RE: REGISTRATION STATEMENTS ON FORM S-8
MAY 13, 1999
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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