July 10, 2003
Heritage Management, Inc.
Attn: Mr. Lee Murdock
1529 E I-30, Suite 104
Garland, TX 75043
Dear Mr. Murdock:
As the sole director, officer and major shareholder of Heritage
Management, Inc. f/k/a Fresh Air.com, Inc. (the "Corporation"), you have
requested that I review the below-identified documents of the Corporation in
connection with the issuance of its Common Stock, par value of $0.001 per share
(the "Common Stock"), upon organization and pursuant to a possible public
offering of a maximum of not more than 2,000,000 shares and a minimum of not
less than 240,000 shares, at a price of $0.25 per share.
In this respect, I have examined the following documents of the
Corporation:
1. Articles of Incorporation of Fresh Air.com, Inc. filed with
the Secretary of State of Nevada, on July 12, 2000 authorizing
twenty-five million (25,000,000) shares of $0.001 par value
capital stock.
2. Corporate Charter Certificate from the Nevada Secretary of
State dated June 12, 2000.
3. Minutes of the Organization Meeting held by Lee Murdock on
June 13, 2000, as the sole director named in the Articles of
Incorporation, during which the following business, among
others, was transacted.
o Issuance of 3,000,000 shares of the Corporation's
Common Stock to Lee Murdock as consideration for
services rendered and cash advanced to or for the
Corporation at a stated value of $12,500.00.
o Approving and adopting Bylaws of the Corporation.
Heritage Management, Inc.
Attn: Mr. Lee Murdock
July 10, 2003
Page 2
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4. A set of Bylaws approved and adopted by the Corporation upon
its organization.
5. Special Meeting of the Board of Directors of the Corporation,
of which Lee Murdock is the sole director, dated December 10,
2000, which authorizes the following transaction:
o Issuance of 50,000 shares of Common Stock of the
Corporation to Designer Art, LLC valued at $12,500.00
($0.25 per share) as consideration for the
development of the Corporation's web site.
6. Special Meeting of the Board of Directors of the Corporation,
of which Lee Murdock is the sole director, dated June 7, 2001,
which authorizes the following transaction:
o Issuance of 300,000 shares to Edie Kamps in
consideration for one hundred percent (100%) of the
outstanding stock of Heritage Funding Corporation.
The 300,000 shares were valued at $25,000.00 (or
$0.08333 per share).
7. Certificate amending Articles of Incorporation of Fresh
Air.com, Inc. filed with the Secretary of State of Nevada on
March 4, 2003 changing the name of Fresh Air.com, Inc. to
Heritage Management, Inc.
8. Special Meeting of the Board of Directors of the Corporation,
of which Lee Murdock is the sole director, dated February 21,
2003, which authorizes the following transaction:
o Filing of a public offering of not more than
2,000,000 shares and not less than 240,000 shares of
the Corporation's Common Stock at a price of $0.25
per share pursuant to a registration statement to be
filed by the Corporation with the Securities and
Exchange Commission on Form SB-1 or SB-2.
9. Certificate of Existence With Status in Good Standing from the
Nevada Secretary of State, dated July 1, 2003.
10. Copies of stock certificates representing the above-referenced
issuance of shares.
Heritage Management, Inc.
Attn: Mr. Lee Murdock
July 10, 2003
Page 3
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Based upon my examination of the foregoing documents, which, I am
advised, constitute all of the records of the Corporation, and your
representation that all consideration and payments referred in the above
documents have been properly paid and received by the Corporation, the 3,350,000
shares of Common Stock presently outstanding constitute validly issued, fully
paid, and non-assessable shares of Common Stock of the Corporation.
Additionally, it appears that the shares authorized for issuance pursuant to the
public offering will, upon proper payment therefore and satisfaction of all
requirements, likewise constitute validly issued, fully paid, and non-assessable
shares of Common Stock of the Corporation.
Very truly yours,
/s/ R. Brad Lamberth
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R. Brad Lamberth
RBL/kdv