March 11, 2003
MaxxZone.com, Inc.
Mr. Roland Becker
1770 N. Green Valley Pkwy.
Suite 3214
Las Vegas, NV 89014
Dear Mr. Becker:
You requested that I render an opinion as to the legality of the
Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), on behalf of MaxxZone.com, Inc. (the
"Company"), relating to an aggregate of 2,000,000 shares of the Company's
Common Stock, $0.001 par value, said shares to be issued to Mr. Fred R.
Rojas providing consulting services to the Company under written a
consulting agreement.
As you are aware, a portion of the shares to be issued pursuant to
the Registration Statement are to be issued to me for services rendered
to the Company regarding work related to Company filings required under
the Act. I further note that the aggregate amount of securities paid to
this office for services rendered do not exceed $50,000.00.
In connection with rendering my opinion, which is set forth below, I
have reviewed and examined originals or copies of the following documents,
to wit:
1. Articles of Incorporation of the Company, along with any
amendments thereto.
2. The Company's By-Laws.
3. The Registrant's Form 10-KSB filed on April 4, 2002, the amended
Form 10K-SB filed on June 7, 2002 and the Registrant's Quarterly
Report on Form 10-QSB filed on August 14, 2002.
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MaxxZone.com, Inc.
March 4, 2003
Page 2
4. The resolution of the Board of Directors agreeing to entering
into a written consulting agreement for consulting and
professional services, and the issuance of this Registration
Statement.
5. The written agreement between the company and Mr. Fred R. Rojas
providing consulting services to the issuer.
I have also examined such corporate records, other documents, and such
questions of law as I have considered necessary or appropriate for the
purposes of this opinion. In all instances, I have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity
of all documents submitted to me as originals, the conformity with the
original documents of all documents submitted to me as certified or
photostatic copies, and the authenticity of the originals of such copies.
I have further confirmed with you, consistent with your representations to
this office, that the recipient of these securities under the Registration
Statement are performing bona fide consulting services consistent with the
Act and the Form S-8; that none of the services performed by the recipient
shall be related to capital raising transactions; and, that none of the
services rendered by the consultant directly or indirectly
promote or maintains a market for the registrant's securities, as such
would be contrary to Securities Act of 1933, as well as the rules and
opinions of the Securities and Exchange Commission, all of which we have
discussed.
Based on the foregoing, and in reliance thereon, it is my opinion that
all necessary corporate proceedings by the Company have been duly taken to
authorize the issuance of the Shares pursuant to the Consulting Agreements
covered by the Form S-8, and that the Shares being registered pursuant
to the Registration Statement, when issued and earned under the Consulting
Agreement, will be duly authorized, validly issued, fully paid and
non-assessable.
This opinion is expressly limited in scope to the securities described
herein and which are to be expressly covered by the Registration Statement,
and does not cover any subsequent issuances of any securities made in the
future pursuant to any other plans, if any, pertaining to services performed
in the future. Any such transactions are required to be included in a new
registration statement or a post-effective amendment to the above referenced
Registration Statement, which will be required to include a new or revised
opinion concerning the legality of the securities to be issued.
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MaxxZone.com, Inc.
February 7, 2003
Page 3
Further, insofar as this opinion refers to the corporate laws of the
State of Nevada, and the securities laws, rules and regulations of the
United States, I express no opinion with respect to the laws,
regulations or rules of any other jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however,
this opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as
of the date hereof and I assume no duty to communicate with you
with regard to any matter which may hereafter come to my attention.
Very truly yours,
MAILANDER LAW OFFICE, APC
/s/ Tad Mailander
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