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EXHIBIT 10.32
WEED & CO. L.P.
CAPITAL FORMATION O BUSINESS STRATEGY O LEGAL AFFAIRS
4695 MACARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA
92660 TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087
EMAIL: SPECIALPROJECTCOUNSEL@MSN.COM
WRITER'S DIRECT NUMBER
(949) 475-7730
April 25, 2000
AMRO International, S.A.
c/o Ultrafinanz AG
Grossmuensterplatz AG
Zurich CH-8022 Switzerland
Re: Common Stock Agreement between the Investors Signatory thereto and
MediaX Corporation
Ladies and Gentlemen:
This opinion is furnished to you pursuant to the Common Stock Purchase Agreement
by and between the investors signatory thereto (the "Investors") and MediaX
Corporation, a Nevada corporation (the "Company"), dated as of April 25, 2000
(the "Purchase Agreement"), which provides for the issuance and sale by the
Company of Five Hundred Thousand Dollars ($500,000) of the Company's Common. All
terms used herein have the meanings defined for them in the Purchase Agreement
unless otherwise defined herein.
We have acted as counsel for the Company in connection with the negotiation of
the Purchase Agreement, the Registration Rights Agreement between the Investors
and the Company, dated as of April 25, 2000 (the "Registration Rights
Agreement"), and the Escrow Agreement between the Investors, the Company and
Epstein Becker & Green, P.C., dated as of April 25, 2000 (the "Escrow
Agreement"), and together with the Purchase Agreement and the Registration
Rights Agreement (the "Agreements"). As counsel, we have made such legal and
factual examinations and inquiries as we have deemed advisable or necessary for
the purpose of rendering this opinion. In addition, we have examined, among
other things, originals or copies of such corporate records of the Company,
certificates of public officials and such other documents and questions of law
that we consider necessary or advisable for the purpose of rendering this
opinion. In such examination we have assumed the genuineness of all signatures
on original documents, the authenticity and completeness of all documents
submitted to us as originals, the conformity to original documents of all copies
submitted to us as copies thereof, the legal capacity of natural persons, and
the due execution and delivery of all documents (except as to due execution and
delivery by the Company) where due execution and delivery are a prerequisite to
the effectiveness thereof.
As used in this opinion, the expression "to our knowledge" refers to the current
actual knowledge of the attorneys of this firm who have worked on matters for
the Company solely in connection
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with the Agreements and the transactions contemplated thereby, and without any
independent investigation of any underlying facts or situations.
For purposes of this opinion, we have assumed that you have all requisite power
and authority, and have taken any and all necessary corporate action, to execute
and deliver the Agreements, and we are assuming that the representations and
warranties made by each Investor in the Agreements and pursuant thereto are true
and correct.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada and has all requisite
corporate power and authority to carry on its business and to own, lease and
operate its properties and assets as described in the Company's SEC Documents.
To our knowledge, the Company does not have any subsidiaries and does not own
more than fifty percent (50%) of the outstanding capital stock of or control any
other business entity other than as disclosed in the SEC Documents.
2. The Company has the requisite corporate power and authority to enter
into and perform its obligations under the Agreements and to issue the Shares.
The execution and delivery of the Agreements by the Company and the consummation
by it of the transactions contemplated thereby have been duly authorized by all
necessary corporate action and no further consent or authorization of the
Company or its Board of Directors or stockholders is required. Each of the
Agreements has been duly executed and delivered by the Company and each of the
Agreements constitutes valid and binding obligations of the Company enforceable
against the Company in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws relating to, or affecting generally the enforcement of, creditors' rights
and remedies or by other equitable principles of general application.
3. The execution, delivery and performance of the Agreements by the
Company and the consummation by the Company of the transactions contemplated
thereby, including, without limitation, the issuance of the Shares, do not and
will not (i) result in a violation of the Company's Articles of Incorporation or
By-Laws; (ii) to our knowledge, conflict with, or constitute a material default
(or an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any material agreement, indenture, instrument or any "lock-up"
or similar provision of any underwriting or similar agreement to which the
Company is a party; or (iii) result in a violation of any federal or state law,
rule or regulation applicable to the Company or by which any property or asset
of the Company is bound or affected, except for such violations as would not,
individually or in the aggregate, have a Material Adverse Effect. To our
knowledge, the Company is not in violation of any terms of its Articles of
Incorporation or Bylaws.
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4. The issuance of the Shares in accordance with the Purchase Agreement
will be exempt from registration under the Securities Act of 1933, as amended,
and will be in compliance with the state securities laws of the Company's
principal place of business. When so issued, the Shares will be duly and validly
issued, fully paid and nonassessable, and free of any liens, encumbrances and
preemptive or similar rights contained in the Company's Articles of
Incorporation or Bylaws or, to our knowledge, in any agreement to which the
Company is party.
5. We have not been engaged to devote substantive attention to any
claims, actions, suits, proceedings or investigations that are pending against
the Company or its properties, or against any officer or director of the Company
in his or her capacity as such. To our knowledge, the Company is not a party to
or subject to the provisions of any order, writ, injunction, judgment or decree
of any court or government agency or instrumentality.
6. The authorized capital stock of the Company, as of April 24, 2000,
consists of 25,000,000 shares of Common Stock, $0.0001 par value per share, of
which 7,251,810 shares are issued and outstanding, 10,000,000 shares of
Preferred Stock, par value $0.0001, none of which are issued and outstanding.
All of such issued and outstanding shares have been duly authorized and are
fully paid and non-assessable. No person has rescission rights with respect to
any shares of the Company's Common Stock.
This opinion is furnished to the Investors solely for their benefit in
connection with the transactions described above and may not be relied upon by
any other person or for any other purpose without our prior written consent.
Very truly yours,
Richard O. Weed
Managing Director/Special Projects