(Luce, Forward, Hamilton & Scripps LLP Letterhead)
June 23, 2000
SalesRepCentral.com, Inc.
16099 N. 82nd Street, Suite #B1
Scottsdale, AZ 85260
Re: Registration Statement on Form SB-2
SalesRepCentral.com, Inc. Common Stock, Par Value $.001 Per Share
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Ladies and Gentlemen:
We are counsel for SalesRepCentral.com, Inc., a Nevada corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form SB-2 (the "Registration Statement") as to which this opinion is a part,
filed with the Securities and Exchange Commission (the "Commission") on June 23,
2000 for the resale of up to 17,000,000 shares of common stock, $.001 par value,
of the Company by selling shareholders (the "Shares").
In connection with rendering our opinion as set forth below, we have reviewed
and examined originals or copies of such corporate records and other documents
and have satisfied ourselves as to such other matters as we have deemed
necessary to enable us to express our opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that:
The issued Shares covered by the Registration Statement and registered on behalf
of the Company, when issued in accordance with the terms and conditions set
forth in the Registration Statement, will be duly authorized, validly issued,
fully paid and nonassessable. The Shares to be issued upon the conversion of
certain warrants, as covered by the Registration Statement and registered on
behalf of the Company, when issued in accordance with the terms and conditions
set forth in the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Luce, Forward, Hamilton & Scripps LLP
LUCE FORWARD HAMILTON & SCRIPPS LLP