Exhibit 4.05
STEPP LAW GROUP
A PROFESSIONAL CORPORATION
1301 DOVE STREFT. SUITE 460
NEWPORT BEACH. CALIFORNIA 9266O-2422
TELEPHONE: 949.660.9700
FACSIMILE: 949.660.9010
September 4, 2001
WTAA International, Inc.
1027 South Rainbow Boulevard
Suite 391
Las Vegas, Nevada 89145
Re: Registration Statement on Form S-8
Attention: Colin Vance Campbell
Dear Mr. Campbell-.
We have been retained by WTAA International, Inc, a Florida corporation (the
"Company'), to examine a Registration Statement on Form S-8 which the Company
intends to file with the Securities and Exchange Commission (the "Commission"),
in connection with the registration pursuant to the Securities Act of 1933, as
amended (the "Act"), of 2,714,026 shares of common stock, no par value to be
issued by the Company (the "Shares") (the "Registration Statement"). The Shares
will be issued pursuant to the terms and on the conditions of the Company's
2001-5 Stock Option Plan, a copy of which is attached as an exhibit to the
Registration Statement (the "Plan").
In furnishing the opinion specified in this letter, we have examined and relied
upon only the documents specified below. During and for the purposes of our
examination, we have assumed (i) the genuineness of all signatures; (ii) the
authenticity, accuracy and completeness of the documents submitted to us as
originals; and (iii) conformity with the original documents of all documents
submitted to us as copies. Our examination was limited to the following
documents and nothing else
1. The Articles of Incorporation of the Company;
2. The Bylaws of the Company;
3. -Resolutions adopted by the Board of Directors of the Company
authorizing the issuance of the Shares;
4. Tile Registration Statement; and
5. The Plan.
We have not undertaken, and shall not undertake, any independent investigation
in addition to the examination of these documents, or to verify the adequacy or
accuracy of those documents. Based upon the foregoing, and relying solely
thereon, and assuring that the Shares will be issued on the terms and subject to
the conditions of the Registration Statement and the Plan, it is our opinion
that the Shares, when issued., subject to the effectiveness of the Registration
Statement and compliance with applicable securities and other laws of any state
or other jurisdiction in which the Shares will be offered and sold, will be duly
authorized, validly issued and non-assessable. We express no opinion as to
compliance with the securities laws or other laws in any particular jurisdiction
in which the Shares are proposed to be sold and as to the effect, if any, which
noncompliance with such laws might have on the validity of issuance of the
Shares.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit, and, in fact, we
hereby deny, that we are in the category of persons whose consent is required
pursuant to Section 7 of the Act or the rules and regulations of the Commission
pursuant thereto.
This opinion (i) is addressed solely to you, (ii) may not be relied upon by any
other party, (iii) relates only to matters of United States federal securities
law and nothing in this opinion shall be deemed to imply any opinion related to
the laws of any other jurisdiction, and (iv) may not be relied upon for any
other purpose whatsoever. Nothing in this letter shall be deemed to relate to
or constitute an opinion concerning any matters not specifically set forth in
this letter.
The Company is hereby advised, urged and encouraged to retain qualified and
competent securities counsel in each particular jurisdiction in which the Shares
may be offered and sold regarding compliance with the securities laws of such
jurisdiction.
This opinion is as of the date of this letter-
Sincerely
STEPP LAW GROUP
/s/ Thomas E. Stepp, Jr.
By: Thomas E. Stepp, Jr