LAW OFFICES OF
HAROLD P. GEWERTER, ESQ., LTD.
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Harold P. Gewerter, Esq.
Wendy E. Miller*
*Also admitted in California
December 16, 2002
VIA EDGAR TRANSMISSION
SuperiorClean, Inc.
1183 S. Huron St.
Denver, CO 80223
Re: 1,150,000 Shares of Common Stock, $0.001 par value per share
Dear Sir or Madam:
We have acted as counsel to SuperiorClean, 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 1,150,000 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:
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228 South Fourth Street, Suite 101, Las Vegas, Nevada 89101
Telephone: (702) 382-1714 ? Facsimile: (702) 382-1759
Re: SuperiorClean, Inc.
December 16, 2002
Page 2 of 2
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 Chapter 78 of the Nevada
Revised Statutes. 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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