EXHIBIT 5.1
ROGER A. KIMMEL, JR. & ASSOCIATES
COUNSELLORS AT LAW
114 BARRINGTON TOWN SQUARE
SUITE 159
AURORA, OHIO 44202
FAX: (330) 562-1669 TELEPHONE: (330) 995-0051 E-Mail: KimmelLaw@aol.com
Practice Limited to Matters Involving Corporate Securities
March 17, 2003
TERRA BLOCK INTERNATIONAL, INC.
2637 Erie Avenue
Suite 207
Cincinnati, Ohio 45208
Re: Terra Block International, Inc. Registration Statement on Form S-8
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To the Board of Directors:
We have acted as counsel for Terra Block International, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to an aggregate of
2,000,000 shares of common stock, par value $0.001 per share (the "Shares")
issuable by the Company pursuant to a certain consulting agreement between the
Company and Sage Office Solutions, LLC and a Legal Services Agreement between
the Company and Roger A. Kimmel, Jr. & Associates (collectively the
"Agreements").
As such counsel, we have reviewed the Agreements. We have also examined and
relied upon such records, documents, certificates and other instruments as in
our judgment are necessary or appropriate to form the basis for the opinions
hereinafter set forth. In all such examinations, we have assumed the
genuineness of signatures on original documents and the conformity to such
original documents of all copies submitted to us as certified, conformed or
photographic copies, and as to certificates of public officials, we have assumed
the same to have been properly given and to be accurate.
The opinions expressed herein are limited in all respects to the Nevada [General
Corporation] Law, and no opinion is expressed with respect to the laws of any
other jurisdiction or any effect which such laws may have on the opinions
expressed herein. This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon the foregoing, we are of the opinion that: (i) the Shares are duly
authorized; and (ii) upon the issuance of the Shares, in accordance with the
terms of the Agreements, the Shares will be validly issued, fully paid and
nonassessable.
This opinion is given as of the date hereof, and we assume no obligation to
advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur
which could affect the opinions contained herein. This letter is being rendered
solely for the benefit of the Company in connection with the matters addressed
herein. This opinion may not be furnished to or relied upon by any person or
entity for any purpose without our prior written consent.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ Roger A. Kimmel, Jr. & Associates
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Roger A. Kimmel, Jr. & Associates