EXHIBIT 5.2
[WBFP Letterhead]
November 27, 2002
American Sports Development Group, Inc.
155 Verdin Road
Greenville, South Carolina 29607
RE: 2,337,495 of the shares of common stock, par value $0.001 per share (the
"Common Stock"), of American Sports Development Group, Inc., a Delaware
corporation (the "Company"), subject to the Company's Registration
Statement on Form SB-2 filed with the U.S. Securities and Exchange
Commission on or about the date hereof ("the Registration Statement").
Gentlemen/Ladies:
The opinions set forth herein are rendered with respect to the
2,377,495 shares of Common Stock of the Company described on EXHIBIT A hereto
(the "Subject Shares") of the Company. The resale of the Subject Shares and
other shares of the Company's Common Stock by certain selling shareholders is
being registered with the Securities and Exchange Commission by the Company's
Registration Statement filed on or about the date hereof, pursuant to the
Securities Act of 1933, as amended.
We have examined the Company's Certificate of Incorporation, as
amended, and the Company's Bylaws, as amended, and reviewed the records of the
Company's corporate proceedings. We have made such investigation of law as we
have deemed necessary in order to enable us to render this opinion. With respect
to matters of fact, we have relied upon information provided to us by the
Company and no further investigation. With respect to all examined documents, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to authentic originals of
all documents submitted to us as certified, conformed or photostatic copies and
the accuracy and completeness of the information contained therein. Except to
the extent expressly set forth herein, we have not undertaken any independent
investigation or verification to confirm any information provided to us by any
person.
Based on and subject to the foregoing and subject to the comments,
limitations and qualifications set forth below, we are of the opinion that the
Subject Shares have been previously legally and validly issued and are fully
paid and non-assessable.
The foregoing opinion is limited to matters governed by the Delaware
General Corporation Law in force on the date of this letter. We express no
opinion with regard to any matter which may be (or purports to be) governed by
any other laws of the State of Delaware or the laws of any other state or
jurisdiction. In addition to and without limiting the foregoing, we express no
opinion with respect to any matter arising under or governed by the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the
securities laws of any State, the Investment Company Act, as amended, the Public
Utility Holding Company Act, as amended, the Federal Power Act, as amended, any
matter arising under or governed by any law respecting disclosure, or any law
respecting any environmental matter.
This opinion is rendered as of the date of this letter and applies only
to the matters specifically covered by this opinion, and we disclaim any
continuing responsibility for matters occurring after the date of this letter.
Except as noted below, this opinion is rendered solely for your benefit
in connection with the Registration Statement and may not be relied upon, quoted
or used by any other person or entity or for any other purpose without our prior
written consent.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to being named in the Prospectus therein.
Very truly yours,
/s/ Wyche, Burgess, Freeman & Parham, P.A.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
EXHIBIT A
TO OPINION OF WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
DATED NOVEMBER 27, 2002
SHARES COVERED BY THE OPINION
The shares of Common Stock of the Company covered by the opinion of Wyche,
Burgess, Freeman & Parham, P.A. to which this Exhibit A is attached and part
thereof include solely the shares of Company Common Stock described below:
1. 680,000 shares of Common Stock issued to Yvonne Hines pursuant to that
certain Stock Subscription Agreement dated October 1, 2002 by and between
the Company and Ms. Hines;
2. 800,000 shares of Common Stock issued to William E. Heldman pursuant to
that certain Stock Subscription Agreement dated October 3, 2002 by and
between the Company and Mr. Heldman;
3. 250,000 shares of Common Stock issued to Theodore Richard Neil Gellert
pursuant to that certain Stock Subscription Agreement dated November 21,
2002 by and between the Company and Mr. Gellert; and
4. 897,495 shares of Common Stock issued to Larry Cossio and Marcella Cossio
pursuant to that certain Stock Subscription Agreement dated November 21,
2002 by and between the Company, Larry Cossio and Marcella Cossio.