OPINION OF MICHAEL S. KROME
Exhibit 5.1
Michael S. Krome, P.C.
Attorney-at-Law
8 Teak Court
Lake Grove, New York 11755
June 25, 2001
Upside Development, Inc.
141 N. Main Street
Suite 207
West Bend, Wisconsin 53095
Dear Sirs:
You have requested an opinion with respect to certain matters in
connection with the filing by Upside Development, Inc., (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement with the
Securities and Exchange Commission, covering the registration of 7,675,000
shares of the Company's Common Stock, par value $0.01 per share (the "Shares"),
for issuance pursuant to various agreements between the Company and the holders
of the shares specified below.
The shares to be covered by the Form S-8 include the following shares
and options:
1. 1,000,000 shares of Common Stock of the Company, in the name of Peter
Paril, an employee of the Company as compensation to Mr. Paril;
2. 175,000 shares of Common Stock of the Company, to be issued in the name of
Michael S. Krome, P.C., for legal services to the Company, pursuant to an
agreement between the parties; and
3. 6,500,000 shares of Common Stock of the Company, in the name of Khashayar
Santi Mehdi Pashakhan for consulting services on behalf of the Company
related to acquisitions and operations advice of its acquisitions.
In connection with this opinion, we have examined and relied upon the
Company's Amended Articles of Incorporation and By-Laws, the Minutes of the
Meetings of the Board of Directors of the Company as well as the originals and
copies, certified to my satisfaction, of such records, documents certificates,
memoranda and other instruments as in my judgment are necessary or appropriate
to enable me to render the opinion contained herein. We have assumed the
genuineness and authenticity of all documents submitted as originals, the
conformity to the originals of all documents submitted to me as copies thereof
and the due execution, delivery or filing of documents, where such execution,
delivery or filling are a prerequisite to the effectiveness thereof.
We have also reviewed the previous filings of the Company, and for the
purposes of this opinion have relied upon the representations of the Company
that it is current in its filings and that the filings are true and accurate
representations of the state of the Company when the documents were filed.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the
Registration Statement and the Consulting Agreement, will be validly issued,
fully paid and non-assessable shares of the Common Stock of the Company, and do
not need to bear a restrictive legend upon them.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Michael S. Krome
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Michael S. Krome