MANATT Manatt, Phelps & Phillips, LLP
manatt|phelps|phillips
November 27, 2001
BrightCube, Inc.
240 Center Street
El Segundo, CA 90245
Re: BrightCube, Inc., Inc. - Registration Statement on Form SB-2 for
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Offering an Aggregate of 8,023,333 Shares of Common Stock
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Gentlemen:
We have acted as counsel to BrightCube, Inc., a Nevada-chartered
corporation (the "Company") in connection with the Registration Statement on
Form SB-2 to be filed on or about November 27, 2001 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), covering
an aggregate of 8,023,333 shares of the Company's common stock, $0.001 par value
per share (the "Shares"), to be sold by certain selling security holders named
in the Registration Statement (the "Selling Security Holders").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5)(i) of Regulation S-B.
We have reviewed the Company's chartering documents, the corporate
proceedings taken by the Company in connection with the Company's issuance of
the Shares and warrants to purchase Shares and registration of the Shares for
the benefit of Selling Security Holders and originals, or certified, conformed
or reproduction copies, of all such records, agreements, instruments and
documents as we have deemed relevant or necessary as the basis for the opinion
hereinafter expressed. In all such examinations, we have assumed the genuineness
of all signatures on original or certified copies and the conformity to original
or certified copies of all copies submitted to us as conformed or reproduction
copies. As to various questions of fact relevant to such opinion, we have relied
upon, and assumed the accuracy of, certificates and oral or written statements
and other information of or from public officials, officers or representatives
of the Company, and others.
Based upon the foregoing review, we are of the opinion that the outstanding
Shares are, and the Shares to be issued following payment pursuant to the terms
of warrants will be, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any subsequent amendment thereto.
1001 Page Mill Road, Building 2, Palo Alto, California 94304 - 1006
Telephone: 650.812.1300 Fax: 650.213.0260
Los Angeles | Mexico City | Monterrey | Orange | Palo Alto |
Sacramento | Washington, D.C.
MANATT
manatt|phelps|Phillips
November 27, 2001
Page 2
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP