MAURICE J. BATES, L.L.C.
ATTORNEY AT LAW
----------------------
5910 NORTH CENTRAL EXPRESSWAY
Suite 1480
DALLAS , TEXAS 75206
Telephone (214) 237-3243
Fax (214) 237-3235
December 11, 2000
Aarica Holdings, Inc.
1000 Winderley Place, Suite 124
Maitland, Florida 32751
Re: Registration Statement on Form SB-2
Offering of 1,000,000 Units by the Company
Gentlemen:
I have acted as counsel to Aarica Holdings, Inc., a Texas corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, (the "Securities Act"), of 1,000,000 units, each unit
consisting of one share (the "Shares") of common stock, $.01 par value, (the
"Common Stock") and one Redeemable Common Stock Purchase Warrant (the
"Warrants") to purchase one share of Common Stock of the Company (the "Units")
to be offered to the public by the Company in a firm commitment underwriting by
Institutional Equity Corporation. The Registration Statement (defined below)
also includes 150,000 additional Units to cover over-allotments, if any. The
Shares subject to the Underwriter's over-allotment option will be purchased from
certain selling shareholders of the Company and the Warrants included in such
Units will be issued by the Company.
A registration statement on Form SB-2 (SEC File No. 333-43794) was
filed with the Securities and Exchange Commission on August 15, 2000 (the
"Registration Statement") and Amendment No. 1 thereto is being filed herewith.
In connection with rendering this opinion I have examined executed copies of the
Registration Statement and all exhibits thereto and Amendment No. 1 and all
exhibits thereto. I have also examined and relied upon the original, or copies
certified to my satisfaction, of (i) the Articles of Incorporation and the
By-laws of the Company, (ii) minutes and records of the corporate proceedings of
the Company with respect to the issuance of the Units, the Common Stock and the
Warrants, and related matters, and (iii) such other agreements and instruments
relating to the Company as I deemed necessary or appropriate for purposes of the
opinion expressed herein. In rendering such opinion, I have made such further
investigation and inquiries relevant to the transaction contemplated by the
Registration Statement as I have deemed necessary for the opinion expressed
herein, and I have relied, to the extent I deemed reasonable, on certificates
and certain other information provided to me by officers of the Company and
public officials as to matters of fact of which the maker of such certificate or
the person providing such other information had knowledge.
Furthermore, in rendering my opinion, I have assumed that the
signatures on all documents examined by me are genuine, that all documents and
corporate record books submitted to me as originals are accurate and complete,
and that all documents submitted to me are true, correct and complete copies of
the originals thereof.
Based upon the foregoing, I am of the opinion that the Units, the
Shares, the Warrants and the shares of Common Stock issuable upon the exercise
of the Warrants, to be issued by the Company as described in the Registration
Statement, have been duly authorized for issuance and sale and the Units, the
Shares, the Warrants and the shares of Common Stock issuable upon exercise of
the Warrants, when issued by the Company, will be validly issued, fully paid and
nonassessable.
I hereby consent to the reference to my firm in the Registration
Statement and the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Maurice J. Bates, L.L.C.
By: /s/ Maurice J. Bates
Maurice J. Bates