WILLIAMS LAW GROUP, P.A.
2503 West Gardner Court
Tampa, FL 33611
March 24, 2003
VIA EDGAR TRANSMISSION
SuperiorClean, Inc.
1183 S. Huron Street.
Denver, Colorado 80223
Re: 5,000,000 Shares of Common Stock, $0.001 par value per
share
Ladies and Gentlemen:
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 5,000,000 shares of the Company's
common stock, $0.001 par value, in connection with the Consulting
Services Agreements entered into by and between the Company and Mike
Stapleton under the 2003 Stock Award Plan (collectively, the
"Agreements").
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.
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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/ Michael T. Williams, Esq.
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Michael T. Williams, Esq.
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