EXHIBIT 5
Opinion of Counsel
PAUL GOODMAN
ATTORNEY-AT-LAW
370 LEXINGTON AVENUE, 19TB FLOOR
NEW YORK, NEW YORK 10017
(212) 370-1300
You have requested our opinion with respect to the securities to be
included in the registration statement on Form S-8 (the "Registration
Statement") of WCM Capital, Inc. (the "Company"), which will be filed with the
Securities and Exchange Commission (the "SEC") on or about March 4, 2003.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Service
Agreement between the Company and Richard Brannon, the Service Agreement between
the Company and Joseph Laura, the Service Agreement between the Company and Ann
Marie Curd, the Service Agreement between the Company and Girolamo D'Albis, the
Service Agreement between the Company and Janet Pennisi, the Service Agreement
between the Company and Robert Levin, the Service Agreement between the Company
and Thomas Wagner, the Service Agreement between the Company and William Petty
and the Service Agreement between the Company and Paul Goodman (collectively
referred to as the "Service Agreements"), and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers or representatives of Company as
we have deemed relevant or necessary as a basis for the opinions set forth. We
have also made such inquiries of such officers and representatives as we have
deemed relevant or necessary for a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents submitted to us as certified or photostatic copies and the
authenticity of such latter documents. We have further assumed that each of the
parties to the Service Agreements had full power and authority to enter into
each agreement, that the consideration received by the Company in accordance
with the Service Agreements is legally sufficient for the issuance of the shares
therefore, and that the pertinent provision of such federal and state securities
laws as may be applicable have been complied with by the Company.
Based upon and relying solely on the foregoing, and subject to the
qualifications state herein, we are of the opinion that when issued against
consideration therefore and after the Registration Statement shall become
effective under the Securities Act of 1933, as amended (the "Act"), the shares
of Common Stock issuable in connection with the Service Agreements will be
validly issued, fully paid and non-assessable securities of the Company.
The opinions herein are limited to the laws of the General Corporation Law
of the State of Delaware and the federal laws of the United States, and we
express no opinion as to the effect of the laws of any other jurisdiction on
matters addressed in this opinion. This opinion is expressly limited to the
matters herein set forth and we express no opinion as to any matter other than
as specifically set forth herein.
We consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8 to be filed with the Commission on or about March 4, 2003.
In giving this consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the SEC promulgated thereunder.
This opinion is rendered solely for your benefit in connection with the
issuance of the Common Stock pursuant to the Service Agreements. This opinion
may not be used or relied upon by any other person and may not be disclosed,
quoted, filed with a governmental agency or otherwise referred to without our
prior written consent, except as noted above.
Very truly yours
/s/ Paul Goodman
Paul Goodman