Exhibit 5
Stoecklein Law Group, a Professional Corporation
Practice Limited To Federal Securities
Emerald Plaza Telephone: (619) 595-4882
402 West Broadway Facsimile: (619) 595-4883
Suite 400 Email: djs@slgseclaw.com
San Diego, California 92101 Web: www.slgseclaw.com
September 18, 2001
Board of Directors
Abacus Research & Development, Inc.
1650 University Blvd., NE Suite 4-101
Albuquerque, NM 87102
Gentlemen/Ladies:
At your request, we have examined the Registration Statement, on Form SB-
2 to be filed by Abacus Research & Development, Inc., a Delaware corporation
(the "COMPANY"), with the Securities and Exchange Commission (the
"COMMISSION") on September 18, 2001 (the "REGISTRATION STATEMENT"), in
connection with the registration under the Securities Act of 1933, as
amended, of up to 1,000,000 shares of the Company's Common Stock (the
"STOCK").
In rendering this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates and other documents as we have deemed
necessary or appropriate for the purposes of this opinion, including the
following: (a) the Certificate of Incorporation and Bylaws of the Company, as
amended; (b) the Registration Statement, together with the Exhibits to be
filed as a part thereof; (c) the Prospectus prepared in connection with the
Registration Statement; (d) the minutes of meetings and actions by written
consent of the stockholders and Board of Directors that are contained in the
Company's minute books; and (e) the stock records for the Company that the
Company has provided to us.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents
submitted to us as originals, the conformity to originals and completeness of
all documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
authorization, execution and delivery of all documents where due
authorization, execution and delivery are prerequisites to the effectiveness
thereof. We have also assumed that the certificates representing the Stock
have been, or will be when issued, properly signed by authorized officers of
the Company or their agents.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from public
officials, records and documents referred to above. We have made no
independent investigation or other attempt to verify the accuracy of any of
such information or to determine the existence or non-existence of any other
factual matters; however, we are not aware of any facts that would cause us
to believe that the opinion expressed herein is not accurate.
We are admitted to practice law in the State of California, and we
render this opinion only with respect to, and express no opinion herein
concerning the application or effect of the laws of any jurisdiction other
than, the existing laws of the United States of America, of the State of
California and, with respect to the validity of corporate action and the
requirements for the issuance of stock, of the State of Delaware.
In connection with our opinion expressed below, we have assumed that, at
or prior to the time of the delivery of any shares of Stock, the Registration
Statement will have been declared effective under the Securities Act of 1933,
as amended, that the registration will apply to such shares of Stock and will
not have been modified or rescinded and that there will not have occurred any
change in law affecting the validity or enforceability of such shares of
Stock.
Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that the up to 1,000,000 shares of Stock to be
issued and sold by the Company, when issued, sold and delivered in the manner
and for the consideration stated in the Registration Statement and the
Prospectus: (i) will have been duly authorized, legally issued, fully paid
and nonassessable, (ii) when issued will be a valid and binding obligation of
the corporation, and (iii) do not require a permit from any governmental
agency. Our opinion is subject to the qualification that no opinion is
expressed herein as to the application of the state securities or Blue-Sky
laws.
This opinion is intended solely for use in connection with issuance and
sale of shares subject to the Registration Statement and is not to be relied
upon for any other purpose.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
STOECKLEIN LAW GROUP
By: /s/ Donald J. Stoecklein
Donald J. Stoecklein, Esq.