LAW OFFICES OF
BRYN & ASSOCIATES
ATTORNEYS AND COUNSELORS AT LAW
ONE BISCAYNE TOWER, SUITE 2680 TELEPHONE (305) 374-0501
TWO SOUTH BISCAYNE BOULEVARD FACSIMILE (305) 372-8062
MIAMI, FLORIDA 33131 E-MAIL: mark@markbryn.com
June 18, 2002
Studio Bromont, Inc.
14 Place Du Commerce, Suite 350
Ile-Des-Soeurs, Verdun
Quebec, H3E-1T5 Canada
We have acted as special counsel to Studio Bromont, Inc. (the "Company") in
connection with the issuance of shares of the Company's common stock, par value
$0.001 per share (the "Common Stock"), to Messrs. Benoit Laiberte, Gilles
Poliquin, and Richard St-Julien (collectively referred to herein as
"Consultants"), in consideration for the agreement of the Consultants to provide
the services to the Company in accordance with the agreements by and between the
Company and the Consultants (the "Consultant Agreements".)
In our capacity as Florida legal counsel, we have reviewed the following
documents:
1. Articles of Incorporation and Bylaws of the Company;
2. Consultant Agreements between the Company and each of the Consultants.
3. Form of Written Consent to Action Without Meeting of the Directors of
the Company pursuant to which the Board of Directors of the Company
authorized the issuance of shares of the Company's Common Stock in
accordance with the terms of the Consultant Agreements;
4. A Certificate of the Rodger Brulotte, CEO of the Company (the
"Officer's Certificate"),
Based upon the foregoing and upon an examination of such questions of Florida
law as we have considered necessary or appropriate, and subject to the
assumptions, exceptions, limitations, and qualifications set forth below, we
advise you that, in our opinion, the Common Stock issuable upon by the Company
pursuant to the Consultant Agreements will be validly issued, fully paid, and
non-assessable upon issuance in accordance with the terms and conditions of the
Consultant Agreements.
The foregoing opinion is subject to the following assumptions, exceptions,
limitations, and qualifications:
Studio Bromont, Inc.
June 18, 2002
Page 2
A. The foregoing opinion is limited to the laws of the State of Florida
presently in effect.
B. We have assumed, without independent verification, that all signatures
on documents and instruments examined by us are genuine, complete and
in full force and effect; that all documents and instruments submitted
to us as originals are authentic, and that all documents and
instruments submitted to us as copies (conformed or otherwise) of
documents to be executed are complete, accurate, and authentic copies
or drafts that conform to authentic and executed originals.
C. We have assumed (i) that each of the statements made and certified in
the Officer's Certificate was true and correct when made, has at no
time since being made and certified become untrue or incorrect,
remains true and correct on the date hereof, and will be true and
correct on the date the Company is or becomes obligated to issue the
Common Stock pursuant to the Consultant Agreements, (ii) that the
written consent to action without meeting of the directors referenced
in the Officer's Certificate have not been amended, modified, or
revoked since the time of their adoption, remain in full force and
effect on the date hereof, and will remain in full force and effect on
the date the Company is or becomes obligated to issue the Common Stock
pursuant to the Consultant Agreements, and (iii) that all corporate
actions taken by Bryn & Associates by the vote of the Company's
shareholders, including but not limited to all amendments to the
company's Articles of Incorporation, were duly taken in accordance
with Florida Statutes.
D. We have assumed that at the time the Company is or becomes obligated
to issue any Common Stock pursuant to the Consultant Agreement, the
Company will have adequate authorized and unissued Common Stock to
fulfill such obligations.
E. The opinions expressed in this letter are rendered as of the date
hereof and are based on our understandings and assumptions as to
present facts, and on the application of Florida law as the same
exists on the date hereof. We assume no obligation to update or
supplement this opinion letter after the date hereof with respect to
any facts or circumstances that may hereafter come to our attention or
to reflect any changes in the facts or law that may hereafter occur or
take effect.
Studio Bromont, Inc.
June 18, 2002
Page 3
We understand that the Company intends to file this opinion as an Exhibit to the
Company's Registration Statement on Form S-8 in registering the Common Stock
issuable pursuant to the Consultant Agreements; we hereby consent to such filing
and to the inclusion of this opinion in such Registration Statement. This
opinion is rendered solely for your benefit in connection with the transactions
herein described and, except as provided in the preceding sentence, may not,
without our prior written consent, be furnished or quoted to any other person or
entity.
Very truly yours,
BRYN & ASSOCIATES, P.A.
By: /s/ Mark J. Bryn
______________________________
Mark J. Bryn