EXHIBIT 5
OPINION OF DARRYL C. SHEETZ, ESQUIRE RELATING TO ISSUANCE
OF SECURITIES PURSUANT TO THE AGREEMENTS IDENTIFIED
IN EXHIBITS 4.1, 4.2, 4.3 AND 4.4
DARRYL C. SHEETZ
ATTORNEY AT LAW
30 Corporate Park 1133 Connecticut Avenue, N.W.
Suite 300 Tenth Floor
Irvine, California 92606 Washington, DC 20036
949) 553-0300 (202) 625-0300
FAX (949) 553-0390 FAX (202) 833-8491
November 30, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
JudiciaryPlaza
Washington, DC 20549
Re: CeleXx Corporation
Ladies and Gentlemen:
I represent CeleXx Corporation, a Nevada corporation (the
"Registrant"), in connection with the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the registration of a total of 1,400,000 shares of the Registrant's
Common Stock, par value $.001 per share, of which 1,000,000 shares will be
issued to Rosemary Nguyen, 200,000 shares will be issued to Richard Walker and
150,000 shares will be issued to Michael Kreinest pursuant to certain agreements
in connection with advisory, consulting and advertising services between the
Registrant and Rosemary Nguyen, Windsor Partners, Inc. and Creative Impact
Communications, Inc., respectively,, and 50,000 shares will be issued to Darryl
C. Sheetz in connection with legal services rendered pursuant to a legal
services letter agreement (the "Registered Securities").
In connection with my representation of the Registrant in this matter,
I have examined such documents and undertaken such further inquiry as I consider
necessary for rendering the opinion hereinafter set forth.
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Based on the foregoing, it is my opinion that the Registered
Securities, when sold as set forth in the Registration Statement, will be
legally issued, fully paid and nonassessable.
I acknowledge that I am referred to in the Registration Statement as
counsel for the Registrant relating to the Registered Securities, and I hereby
consent to such use of my name in the Registration Statement and to the filing
of this opinion as Exhibit 5 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in connection with
the registration of the Registered Securities for offer and sale in such states.
Very truly yours,
/s/ Darryl C. Sheetz
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Darryl C. Sheetz
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