CHAPMAN & FLANAGAN, LTD.
A Professional Legal Corporation
Daniel G. Chapman Herbert M. Jacobi*
Sean P. Flanagan Of Counsel
* Not licensed
in Nevada
March 1, 2001
Board of Directors
Global Industrial Services, Inc.
14th Floor, 609 Granville Street
Vancouver, B.C. Canada
V6Y 1G5
Gentlemen;
We have acted as securities counsel for Global Industrial Services, Inc.
("Global Industrial" or the "Company"). You have asked us to render
this opinion to Global Industrial.
You have advised that:
1. Global Industrial is current in its reporting responsibilities to
the Securities and Exchange Commission as mandated by the
Securities Exchange Act of 1934, as amended
2. Daniel G. Chapman and Sean P. Flanagan have acted and will
continue to act as legal counsel on behalf of the Company.
3. In their capacity as legal counsel, the above-named individuals
have provided bona-fide services to the Company which are not in
relation to the offer or sale of securities in a capital-raising
transaction, and which did not either directly or indirectly
promote or maintain a market for Global Industrial securities.
4. Reg Berry, Stuart Brazier and Arshad Shah have acted and will
continue to act as consultants on behalf of the Company.
5. In their capacity as consultants, the above-named individuals
have provided bona-fide services to the Company which are not in
relation to the offer or sale of securities in a capital-raising
transaction, and which did not either directly or indirectly
promote or maintain a market for Global Industrial securities.
6. Global Industrial has agreed to issue its common stock to the
above-named individual as compensation for his services on behalf
of Global Industrial.
7. The shares to be issued to this individual is pursuant to
corporate resolution and the approval of the Board of Directors of
Global Industrial. These shares shall be registered pursuant to a
Registration Statement on Form S-8 and may be issued without
restrictive legend.
2080 East Flamingo Road, Suite 112 Las Vegas, Nevada 89119 (702) 650-
5660 Facsimile (702) 650-5667
Chapman & Flanagan, Ltd.
Attorneys at Law
Board of Directors
March 1, 2001
Page -2-
We have read such documents as have been made available to us. For
purposes of this opinion, we have assumed the authenticity of such
documents.
Based on the accuracy of the information supplied to us, it is our
opinion that Global Industrial may avail itself of a Registration
Statement on Form S-8, and is qualified to do so. It is our further
opinion that the above-named individuals are proper persons qualified
to receive shares which are registered in a Registration Statement on
Form S-8.
We consent to the use of this letter in the Registration Statement
filed on Form S-8.
Sincerely,
/s/ Chapman & Flanagan, Ltd.
Chapman & Flanagan, Ltd.