EXHIBIT 5
Roy C. Hopkins, Esq.
1700 Attridge Road
Churchville, New York 14428
(585) 293-2955
April 9, 2002
Board of Directors
USCORP
Suite 204
4535 West Sahara Avenue
Las Vegas, Nevada 89102
Re: Legality of shares issued pursuant to USCORP, Inc. 2002 Stock Option
Plan - Form S-8
Board of Directors:
I have acted as counsel to USCORP, Inc., a Nevada corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission")of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Exchange Act"), relating to the registration of two million forty five
thousand three hundred fifty six (2,4655,356) shares of its common stock (the
"Shares"), $0.01 par value per Share, which are issuable pursuant to the
Company's 2002 Stock Option Plan (the "Plan").
In connection with this opinion I have examined and relied upon certified
copies or such documents otherwise identified to my satisfaction, including the
Plan, corporate records, and other instruments as I have deemed necessary or
appropriate for purposes of this opinion, including, but not limited to, the
Articles of Incorporation, and all amendments thereto, and Bylaws of the
Company, minute books and other records of corporate proceedings, and have
reviewed relevant areas of law necessary or appropriate to render my opinion.
Based upon and in reliance on the foregoing, and further limitations
subject to the qualifications and assumptions set forth below, it is my opinion
that the Shares to be issued by the Company pursuant to the Plan have been duly
authorized and reserved for issuance, and when the share certificates have been
duly executed by the company, and transfer agent, when issued and sold, will be
validly issued, fully paid, and non-assessable.
This opinion is limited by and subject to the following:
(a) In rendering this opinion I have assumed that, at the time of each
issuance and sale of the Shares, the Company is a corporation validly existing
and in good standing under the laws of the State of Nevada.
(b) In my examination of all documents, certificates and records, I have
assumed without investigation the authenticity and completeness of all documents
submitted to me as originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and completeness of the originals
of all documents submitted to me as copies. I have also assumed the genuineness
of all signatures, the legal capacity of natural persons, and the authority of
all persons executing documents on behalf of the parties thereto other than the
Company, and the due authorization, execution and delivery of all documents by
the parties thereto other than the Company. As to matters of fact material to
this opinion, I have relied upon statements and representations of
representatives of the Company and of public officials and have assumed the same
to have been properly given and to be accurate.
(c) My opinion is based solely on and limited to the Federal laws of the
United States of America and the Nevada Revised Statutes, and express no opinion
as to the laws of any other jurisdiction.
I consent to the use of this opinion to be contained in any form or report
made and given by the Company to the Securities and Exchange Commission (the
"Commission"), and further consent to the use of my name whenever appearing in
any such form or report filed with the Commission, and any amendment thereto;
provided, however, that any such use or incorporation by reference is limited to
the subject matter contained hereinabove.
Sincerely,
/s/Roy C. Hopkins
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Roy C. Hopkins, Esq.