EXHIBIT 5.
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OPINION RE: LEGALITY
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RONALD N. VANCE, P.C.
ATTORNEY AT LAW
57 West 200 South
Suite 310
Salt Lake City, UT 84101
July 12, 2001
Board of Directors
American Absorbents Natural Products, Inc.
907 W. Fifth Street
Suite 203
Austin, TX 78703
Re: Registration Statement on Form S-8
Gentlemen:
I have been retained by American Absorbents Natural Products, Inc., a Utah
corporation (the "Company") in connection with the registration statement (the
"Registration Statement") on Form S-8 to be filed by the Company with the
Securities and Exchange Commission relating to the securities of the Company.
You have requested that I render my opinion as to whether or not the securities
proposed to be issued to Mr. Bradfield on the terms set forth in the
Registration Statement will be validly issued, fully paid, and nonassessable.
In connection with this request, I have examined the following:
1. Articles of Incorporation of the Company, and amendments thereto;
2. Bylaws of the Company;
3. Unanimous consent resolutions of the Company's board of
directors;
4. The Registration Statement; and
5. The Consulting Agreement with Mr. Bradfield
I have examined such other corporate records and documents and have made
such other examinations as I have deemed relevant.
Based on the above examination, I am of the opinion that the securities of
the Company to be issued pursuant to the Registration Statement, when issued to
Mr. Bradfield pursuant to the terms of the registration statement, will be
validly issued, fully paid, and nonassessable under corporate laws of the state
of Utah.
This opinion is limited in scope to the shares to be issued pursuant to the
Registration Statement and does not cover subsequent resales of shares to be
made in the future.
Further, I consent to this opinion being included in the Registration
Statement and to my name being included in the Registration Statement as having
rendered the foregoing opinion.
Sincerely,
/s/Ronald N. Vance
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Ronald N. Vance
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