BRIAN F. FAULKNER
A PROFESSIONAL LAW CORPORATION
27127 CALLE ARROYO, SUITE 1923
SAN JUAN CAPISTRANO, CALIFORNIA 92675
(949) 240-1361
July 18, 2003
U.S. Securities and Exchange Commission Division of Corporation Finance 450
Fifth Street, N.W.
Washington, D.C. 20549
Re: IBIZ Technology Corp. - Form S-8
Dear Sir/Madame:
I have acted as counsel to IBIZ Technology Corp., a Florida corporation
("Company"), in connection with its Registration Statement on Form S-8 relating
to the registration of 50,000,000 shares of its common stock ("Shares"), $0.001
par value per Share, which are issuable pursuant to the Company's Non-Employee
Directors and Consultants Retainer Stock Plan.
In my representation I have examined such documents, corporate records,
and other instruments as I have deemed necessary or appropriate for purposes of
this opinion, including, but not limited to, the Articles of Incorporation, and
all amendments thereto, and Bylaws of the Company.
Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that the
Company is duly organized and validly existing as a corporation under the laws
of the State of Florida, and that the Shares, when issued and sold, will be
validly issued, fully paid, and non-assessable.
My opinion is limited by and subject to the following:
(a) In rendering my opinion I have assumed that, at the time of each
issuance and sale of the Shares, the Company will be a corporation validly
existing and in good standing under the laws of the State of Florida.
(b) In my examination of all documents, certificates and records, I
have assumed without investigation the authenticity and completeness of all
documents submitted to me as originals, the conformity to the originals of all
documents submitted to me as copies and the authenticity and completeness of the
originals of all documents submitted to me as copies. I have also assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. As to matters of fact
material to this opinion, I have relied upon statements and representations of
representatives of the Company and of public officials and have assumed the same
to have been properly given and to be accurate.
(c) My opinion is based solely on and limited to the federal laws of
the United States of America and the Florida Statutes. I express no opinion as
to the laws of any other jurisdiction.
Sincerely,
/s/ Brian F. Faulkner
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Brian F. Faulkner, Esq.