EXHIBIT 5
WILLIAM J. HICKEY, ESQ.
LAWYER
100 Sunrise Way, Suite 430
Palm Springs, California 92262
Tel. (760) 320-7659
Fax (760) 320-7880
E-mail- w-hickey@msn.com
January 3, 2002
Via Facsimile (714) 288-8240 & USPS
Capco Energy, Inc.
2922 E. Chapman, Ste.202
Orange, CA 92869
RE: Capco Energy, Inc. Registration Statement on Form S-8
At your request, I have acted as counsel to Capco Energy, Inc., a Colorado
corporation (the "Company"), and are familiar with the proceedings and documents
relating to the proposed registration by the Company, through a Registration
Statement on Form S-8 (the "Registration Statement"), to be filed by the Company
with the Securities and Exchange Commission, of (i) options to acquire 1,250,000
shares of Common Stock of the Company (the "Options") and (ii) 150,000 shares of
Common Stock of the Company (collectively, the "Shares"). The Options and the
Shares are to be issued to Sayed Consulting, Inc. pursuant to Business
Consulting Contracts (as amended through the date hereof) between the Company
and Sayed Consulting, Inc.
For the purposes of rendering this opinion, I have examined originals and
photocopies of certified copies of such corporate records, agreements and other
documents of the Company as I have deemed relevant and necessary as a basis for
the opinion hereinafter set forth. In my examination, I have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to as originals, and the conformity with the original
documents of all documents submitted to me as copies. My examination was limited
to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. By-Laws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the Agreements and the issuance of the Shares; and
4. The Business Consulting Contracts described above.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based on the foregoing, I am of the opinion that the Shares, when issued
and paid for, will be duly authorized, validly issued, fully paid and
non-assessable. The opinion set forth herein is based upon my review of Section
7-106-202 of Title 7 of the Colorado Revised Statutes as now in effect. I
express no opinion as to any other laws of the State of Colorado or the laws of
any other jurisdiction.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ William J.Hickey, Esq.
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William J. Hickey, Esq.