EXHIBIT 5
PARKER, MILLIKEN, CLARK, O'HARA & SAMUELIAN
a professional corporation claude i. parker (1871-1952)
ATTORNEYS AT LAW john b. milliken (1893-1981)
333 SOUTH HOPE STREET, 27th FLOOR ralph kohlmeier (1900-1976)
Christopher P. O'Connell LOS ANGELES, CALIFORNIA 90071-1488 john f. o'hara (1917-2001)
TELEPHONE (213) 683-6500
karl m. samuelian
(of counsel)
facsimile (213) 683-6669
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June 26, 2002
UMDN, Inc.
217 Ashland Avenue
Santa Monica, California 90405
Dear Sirs:
We have acted as counsel for UMDN, Inc., a Delaware corporation (the
"Company"), in connection with its preparation and filing of a Registration
Statement (File. No. 333-88500) on Form SB-2 (the "Registration Statement")
relating to the public offering of 2,650,000 shares of the Company's Common
Stock, par value $0.0001 per share (the "Common Stock"). We have examined such
corporate documents and records of the Company, including without limitation,
the Company's Certificate of Incorporation filed as an exhibit to the
Registration Statement, and such other documents and have satisfied ourselves as
to such other matters as we have deemed necessary to enable us to furnish the
opinions hereinafter set forth.
Based upon the foregoing we are of the following opinion:
1. The shares of Common Stock owned by those persons and entities
identified as selling shareholders in the Registration Statement have been duly
authorized and are legally issued, fully paid and non-assessable.
2. The shares of Common Stock issuable upon the exercise of the option the
exercise of which is covered by the Registration Statement, when issued and paid
for in accordance with the terms contained in such option, will be duly
Parker, Milliken, Clark, O'Hara & Samuelian
ATTORNEYS AT LAW
UMDN, Inc.
June 26, 2002
Page 2
authorized and will be legally issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement and
the related Prospectus under the caption "Legal Matters"; and we consent to the
filing of this opinion as an exhibit to the Registration Statement.
We are members of the bar of the State of California only. To the extent
the laws of the State of Delaware are applicable to the opinions expressed
herein, such opinions are based solely upon our review of the most recent
compilation of the Delaware General Corporation Law available to us.
Very truly yours,
PARKER, MILLIKEN, CLARK,
O'HARA & SAMUELIAN
By: /s/ Christopher P. O'Connell
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Christopher P. O'Connell