Exhibit 5
Law Offices of 228 S. Fourth Street, Suite 101
Harold P. Gewerter, Esq., Ltd. Las Vegas, Nevada USA 89101
Office:(702) 382-1714
Facsimile:(702) 382-1759
October 1, 2002
VIA EDGAR TRANSMISSION
MaxxZone.com, Inc.
1770 N. Green Valley Pkwy., Suite 3214
Las Vegas, NV 89014
Re: 300,000 Shares of Common Stock, $0.001 par
value per share
Ladies and Gentlemen:
We have acted as counsel to MaxxZone.com, Inc., a
Nevada corporation (the "Company"), in connection with the
registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 300,000
shares of the Company's common stock, $0.001 par value, in
connection with the Consulting Services Agreements (the
"Agreements") entered into by and between the Company and
Scott Bleazard and Stephen Brock.
This opinion is being furnished in accordance with
the requirements of Item 8 of Form S-8 and Item
601(b)(5)(i) of Regulation S-K.
We are familiar with the proceedings to date with
respect to the proposed issuance of the shares
contemplated by the Registration Statement and have
examined such records, documents and questions of law and
satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this
opinion letter.
Based on 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
2. Assuming the accuracy of the documents,
representations and warranties of the Company,
each share that will be newly issued under the
terms and provisions of the Agreements, will have
legally issued, fully paid and non-assessable
when:
a. The Registration Statement, as it may be
amended, shall have become effective under the
Securities Act;
b. Such shares shall have been duly issued
pursuant to the authorization of the Company's
Board of Directors or a duly authorized committee
thereof, in the manner contemplated by them; and
c. A certificate representing such shares
shall have been duly executed, countersigned and
registered and duly delivered to the participant
thereof against payment of the agreed
consideration therefore (not less than the par
value thereof) determined in accordance with the
terms of the Agreements.
We do not find it necessary for the purposes of this
opinion letter to cover, and accordingly we express no
opinion as to, the application of the securities or blue
sky laws of the various states to the sale of the Shares,
as contemplated by the Registration Statement. In
delivering this opinion letter, we have assumed, as to
questions of fact, among other things, the accuracy of
representations and the genuineness of documents and
signatures given to or reviewed by us.
This opinion letter is limited to the General
Corporation Law of the State of Nevada. The opinions
expressed herein are solely for your benefit in connection
with the Form S-8 Registration Statement of the Company
and may not be relied upon in any manner or for any
purpose by any other person or entity without the prior
written consent of this firm.
We hereby consent to the filing of this opinion
letter as an Exhibit to the Registration Statement and to
all references to our firm included in or made a part of
the Registration Statement. In giving such consent, we do
not thereby admit that we are within the category of
persons for whom consent is required by Section 7 of the
Securities Act or the related rules promulgated by the
Commission thereunder.
Sincerely,
/s/ Harold P. Gewerter,Esq.
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Harold P. Gewerter,Esq.