(Letterhead of Branden T. Burningham, Esq.)
February 1, 2001
Chiropractic 21 International, Inc.
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Chiropractic 21 International, Inc., a Nevada corporation
Board of Directors:
As counsel for Chiropractic 21 International, Inc., a Nevada corporation
(the "Company"), and in connection with the issuance of 60,000 shares of the
Company's $0.004 par value common stock (the "Securities") to two individual
consultants (the "Consultants") pursuant to a written compensation agreement, a
copy of which is incorporated herein by reference ("Consultant Compensation
Agreement No. 1" [the "Plan"]), I have been asked to render an opinion as to the
legality of these Securities, which are to be covered by a Registration
Statement to be filed by the Company on Form S-8 of the Securities and Exchange
Commission (the "Commission"), and as to which this opinion is to be filed as an
exhibit.
As you are aware, no services to be performed and billed to you which are
in any way related to a "capital raising" transaction may be paid by the
issuance of Securities pursuant to the Plan. In this respect, I am relying on
the written representations of the plan participants, which representations
accompany the Plan.
In connection with rendering my opinion, which is set forth below, I have
reviewed and examined originals or copies of the following documents, to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-SB Registration Statement filed April 28, 2000, for the period
ending January 31, 2000.
4. 10-KSB Annual Report for the fiscal year ended April 30, 2000,
filed with the Commission on or about July 26, 2000;
5. 10-QSB Quarterly Reports for the most recent six months;
6. A copy of the Plan;
7. The Unanimous Consent of the Board of Directors adopting the Plan,
designating the name of the Plan and the name, address and
telephone number of the Plan's agent; and
8. Correspondence with the two Consultants regarding the type of
services rendered and to be rendered, and Securities Act Release
No. 33-7646, dated February 25, 1999, and their respective
responses to my letter to the participants.
I have also examined various other documents, books, records, instruments
and certificates of public officials, directors, executive officers and agents
of the Company, and have made such investigations as I have deemed reasonable,
necessary or prudent under the circumstances. Also, in rendering this opinion, I
have reviewed various statutes and judicial precedence as I have deemed relevant
or necessary.
Further, as counsel for the Company, I have discussed the items relied upon
in rendering this opinion and the documents I have examined with one or more
directors and executive officers of the Company, and in all instances, I have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity with the original documents of all documents submitted to me as
certified or photostatic copies and the authenticity of the originals of such
copies. I have further assumed that (i) the recipients of these Securities under
the Plan will have paid the consideration required under the terms of the Plan
prior to the issuance of the Securities; (ii) that none of the services
performed by the recipients shall be related to "capital raising" transactions;
(iii) the Securities will not constitute more than 10% of the total issued and
outstanding shares of common stock of the Company.
I have also provided the individual participants in the Plan with a copy of
the documents enumerated in paragraphs 3 through 7, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion that,
subject to the limitations set forth in the Plan, the Securities to be issued
pursuant to the Plan will, upon their issuance and delivery to the recipients
thereof, after receipt of full payment therefor, be deemed duly and validly
authorized, legally issued and fully paid and non-assessable under the Nevada
Revised Statutes.
This opinion is expressly limited in scope to the Securities described
herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be required
to include a revised or a new opinion concerning the legality of the Securities
to be issued.
Further, this opinion is limited to the corporate laws of the State of
Nevada and the securities laws, rules and regulations of the United States, and
I express no opinion with respect to the laws of any other jurisdiction.
I consent to the filing of this opinion with the Commission as an exhibit
to the above referenced Registration Statement; however, this opinion is not to
be used, circulated, quoted or otherwise referred to for any other purpose
without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of the date
hereof, and I assume no duty to communicate with you with respect to any matter
which may hereafter come to my attention.
Yours very sincerely,
/S/ BRANDEN T. BURNINGHAM