William McNeir Richmond, P.C.
International Banking & Business Transaction
Small Business & Financing
Intellectual Property Management
Business/Commercial Litigation
General Business Transactions
March 17, 1999
Mr. David W. Myott, President
Wathre Pierce & Associates
146 Halstead Street - Suite #104
Rochester, New York 14610
Dear Mr. Myott,
This letter is intended to serve both as opinion of counsel for Intertech
Global.Com, Inc. ("Intertech") and to transmit the attached copy of the
corporation's minute book, which includes, without limitation, certificate of
amendment to certificate of incorporation, certificate of incorporation,
articles of incorporation and bylaws together with amendments thereto, minutes
of meetings of the incorporator, directors and shareholders and speciment stock
certificates and shareholder list indicating private placements made by
Intertech or its affiliates.
I have examined originals or copies, identified to my satisfaction, of such
documents, records and instruments as I have deemed necessary for the purpose of
this opinion. Based upon the foregoing, and to the best of my knowledge, I am of
the opinion that:
1. Intertech is a Development Stage Company formed pursuant to the laws
of the State of New Hampshire on October 22nd, 1997. The corporation
is duly organized, validly existing and in good standing. The company
has no operating history other than organizational activities
including: establishing operations and assembling its management
team.
2. The authorized capital stock of Intertech consists of 220,000,000
shares partitioned as follows: 200,000,000 Common Shares Par Value
$0.001 Each; 10,000,000 Class "A" Preferred 9% Cumulative Dividend
Non-Convertible Shares Par Value $5.00 Each; and 10,000,000 Class "B"
Preferred 12% Cumulative Dividend Non-Convertible Shares Par Value
$5.00 Each.
3. 21,451,103 common shares are validly issued and now outstanding, fully
paid and nonassessable, free of liens, encumbrances, options and legal
or equitable rights of others not a party to this sale. No other
equity or debt securities of Intertech have been issued. All
securities issued to date have been issued pursuant to available
exemptions from registration under applicable state and federal
securities laws. There are approximately 437 shareholders of
Intertech. Intertech's two primary shareholders, Donald H. Long and JM
Holdings, Ltd., purchased their shares at par value as indicated on
the Financial Statement attached hereto. The remaining shareholders
received their stock from the primary shareholders as gifts.
129 MARKET STREET * POST OFFICE BOX #1155 * PORTSMOUTH, NEW HAMPSHIRE 03802-1155
PHONE 603.436.6565 * FAX 603.436.9797
E-mail: info@richmondpc.com * Website: www.richmondpc.com
Page 2
4. There is no action, suit, proceeding, order or investigation pending
or threatened against or affecting Intertech at law or in equity or
before any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentally and there is no
reasonable basis for any of the foregoing and there are no arbitration
proceedings pending to which Intertech is a party. There is no dispute
of any kind with any person under any contract or agreement with
Intertech.
5. There is no applicable local, state or federal law which would, as a
result of the purchase by Buyer of shares, impair, restrict or delay
the voting rights appurtenant to the shares.
6. In addition, if any shares of Intertech stock are held by
non-affiliates for at least two years since same were acquired from
Intertech or an affiliate, said shares will be eligible for sale
pursuant to Rule 144(k), provided such sale is not prohibited by any
of the other provisions of Rule 144.
7. The offers, sales and/or securities exchanges by Intertech prior to
the date of this letter do not appear to the undersigned attorney to
be attempts to evade any registration or resale requirements of the
securities laws of the Untied States or any of it's States.
The opinions and conclusions expressed herein are based in part upon facts
provided to me by the company. Caution is given to anyone to this opinion that
opinion letters of counsel are not binding upon the Securities and Exchange
Commission nor on the courts. To the extent that persons relying on this letter
may have knowledge of facts or circumstances which are contrary to those upon
which this opinion is based, then this opinion would not be applicable. Further,
this opinion may be withdrawn at any time if information is discovered which
would cause me to change my opinion or if ant state or federal agency or court
takes an adverse position.
Very truly yours,
WILLIAM MCNEIR RICHMOND P.C.
WILLIAM MCNEIR RICHMOND, P.C.
129 MARKET STREET * POST OFFICE BOX #1155 * PORTSMOUTH, NEW HAMPSHIRE 03802-1155
PHONE 603.436.6565 * FAX 603.436.9797
E-mail: info@richmondpc.com * Website: www.richmondpc.com