EXHIBIT 5
Richard Serrano, President
CYBER GROUP NETWORK CORPORATION
720 EAST CARNEGIE DRIVE, SUITE 200.
SAN BERNARDINO, CA 92408
Re: Legal Opinion for S-8 Registration Statement
Dear Mr. Serrano:
At your request, I have examined the form of Registration Statement which
CYBER GROUP NETWORK CORPORATION (the "Company") is filing with the Securities
and Exchange Commission, on Form S-8 (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of 50,000,000 shares of your Common Stock (the "Stock") issuable pursuant to
satisfaction of conditions set forth in the Stock Incentive Plan of the Company
(the "Stock Incentive Plan").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing entry into a Stock Incentive Plan;
4. The Registration Statement;
5. The Stock Incentive Plan which the shares are being registered in the
Registration Statement.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records. Based upon the foregoing, it is my
opinion that: (i) the Stock to be issued under the agreements, subject to
effectiveness of the Registration Statement and compliance with applicable blue
sky laws, and pursuant
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to the Stock Incentive Plan in accordance with the Stock Incentive Plan as
contemplated, when issued, will be duly and validly authorized, fully paid and
non-assessable; and (ii) no consent, approval, order or authorization of any
regulatory board, agency, or instrumentality having jurisdiction over the
Company or its properties (other than registration under the Act or
qualification under state securities or Blue Sky laws or clearance from the
NASD) is required for the valid authorization, issuance and delivery of the
Stock, or, if required, it has been obtained and is in full force and effect.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the stock delivered pursuant to the Stock Incentive
Plan is proposed to be offered and sold or as to the effect, if any, which
non-compliance with such laws might have on the validity of issuance of the
stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purposes of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the stock issued as described in the Registration Statement in connection with
the offering described therein. Other than as provided in the preceding
sentence, this opinion (i) is addressed solely to you, (ii) may not be relied
upon by any other party, (iii) covers only matters of federal law and nothing in
this opinion shall be deemed to imply any opinion related to the laws of any
other jurisdiction, (iv) may not be quoted or reproduced or delivered by you to
any Other person, and (v) may not be relied upon for any other purpose
whatsoever. Nothing in this opinion shall be deemed to relate to or constitute
an opinion concerning any matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that I am an expert
with respect to any part of the Registration Statement within the meaning of the
term "expert" as used in Section 11 of the Securities Act of 1993, as amended,
or the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
/s/ Warren J. Soloski
Warren J. Soloski
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