Sheila G. Corvino
811 Dorset West Road
Dorset, Vermont 05251
(802) 867-0112
Fax: (802) 867-2468
October 20, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Re: Kingsgate Acquisitions, Inc.
To Whom It May Concern:
Kingsgate Acquisitions, Inc. (the "Company") is a corporation duly
incorporated and validly existing and in good standing under the laws of the
State of Delaware. The Company has full corporate powers to own its property and
conduct its business, as such business is described in the prospectus which is a
part of a registration statement on Form SB-2.
This opinion is given in connection with the post-effective registration
statement filed with the Securities and Exchange Commission relating tp one
million (1,000,000) units, ("Units") each Unit consisting of one share of common
stock ("Share") and five common stock purchase warrants ("Warrant").
I have acted as counsel to the company in connection with the preparation
of the Post-Effective Registration Statement on Form SB-2, relating to the
acquisition of the capital stock of Sky E-Com, Inc. and the reconfirmation by
investors in the Company's initial public offering, in so acting, I have
examined the originals and copies of the corporate instruments, certificates and
other documents of the Company and interviewed representatives of the Company to
the extent I deemed it necessary in order to form the basis for the opinion
hereafter set forth. In such examination, I have assumed the genuineness of all
signatures and authenticity of all documents submitted to me as certified or
photostatic copies. As to all questions of fact material to this opinion which
have not been independently established, I have relied upon statements or
certificates of officers or representatives of the Company.
All of the 1,000,000 Shares contained in the Units and 5,000,000 Shares
underlying the Warrants which are being registered are now authorized but
unissued Shares. The Warrants which are part of the Units have been authorized
by the board of directors of the Company
Based upon the foregoing, I am of the opinion that the 1,000,000 Shares,
being registered for sale by the Company as part of the Units when issued and
sold pursuant to this Registration Statement and the 5,000,000 Shares underlying
the Warrants which are likewise part of the Units, when exercised, will be
legally issued, fully paid and non-assessable and there will be no personal
liability to investors and holders of the Warrants who exercise them.
/s/Sheila G. Corvino
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Sheila G. Corvino