Exhibit 5
CLAUDIA J. ZAMAN ATTORNEY AT LAW
20700 Ventura Blvd. Suite 227
Woodland Hills CA 91364
(818) 227-9494
(818) 227-9648 Facsimile
March 2, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sirs:
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN
REGISTRATION STATEMENT ON FORM S-8 OF CROWN PARTNERS, INC.
I have acted as counsel for Crown Partners, Inc. (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), of a registration
statement on Form S-8 (the "Registration Statement"), relating to the offer and
sale of 1,780,000 shares of common stock, par value $.001 (the "Common Stock")
to Consultants of the Company in consideration for services performed and to be
performed on behalf of the Company under the terms and conditions of certain
agreements (the "Agreements") and pursuant to the Company's Non-Employee
Directors, Advisors and Consultants Retainer Stock Plan for 2004 (the "Plan").
As counsel to the Company, I have examined the Company's Articles of
Incorporation, bylaws, minute book and certain other corporate records. For the
purpose of the opinions expressed below, I have also examined the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the common stock in this
offering.
In arriving at the opinions set forth below, I have examined and relied upon
originals or copies, certified or otherwise identified to my satisfaction, of
corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinion.
My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements, incorporated by reference in the
Registration Statement.
In rendering my opinion, I have assumed, without independently verifying such
assumptions, and this opinion is based upon and conditioned upon the following:
(i) the genuineness of the signatures on and enforceability of all instruments,
documents and agreements examined by me and the authenticity of all documents
furnished for my examination as originals and the conformity to the original
documents of all documents furnished to me as copies; (ii) where an executed
document has been presented to me for my review, that such document has been
duly executed on or as of the date stated and that execution and delivery was
duly authorized on the part of the parties thereto; (iii) each of the foregoing
certificates, instruments and documents being duly authorized. executed and
delivered by or on behalf of all the respective parties thereto, and such
instruments and documents being legal, valid, binding obligations of such
parties; (iv) the truth and accuracy of representations and statements made in
the documents; and (v) the Company will be operated in accordance with the terms
of its charter documents and the laws of the State of Nevada and the terms of
the instruments referred to above.
Based upon the foregoing, I am of the opinion that:
The Company has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of Nevada, the jurisdiction of its
incorporation.
The terms and provisions of the Common Stock conform to the description thereof
contained in the Registration Statement, and the form of the stock certificates
used to evidence the Common Stock are in good and proper form and no stockholder
is entitled to preemptive rights to subscribe for or purchase any of the Common
Stock.
Based upon the foregoing, I am of the opinion that the issuance and the sale of
the shares of Common Stock in this offering has been duly and validly
authorized, and subject to compliance with the written agreements and the Plan,
the Common Stock issuable under the Agreements will be duly authorized and
validly issued as fully paid and non-assessable shares of Common Stock.
I am admitted to practice in the State of California and the State of Colorado.
I am not admitted to practice in any other jurisdictions other than California
and Colorado, in which the Company may own property or transact business. My
opinions herein are with respect to federal law only, and to the extent my
opinions are derived from the laws of other jurisdictions, are based upon an
examination of all relevant authorities and the documents referenced herein and
are believed to be correct. However, except for pending litigation or claims
matters, I have not directly obtained legal opinions as to such matter from
attorneys licensed in such other jurisdictions. No opinion is expressed form any
conflict of laws issues. My opinions are qualified to the extent that
enforcement of rights and remedies are subject to bankruptcy, insolvency,
fraudulent conveyance, moratorium, and other laws of general application or
equitable principles affecting the rights and remedies of creditors and security
holders and to the extent that the availability of the remedy of specific
performance or of injunctive relief is subject to the discretion of the court
before which any proceeding may be brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
I hereby consent to the inclusion of my opinion filed as an exhibit to the
Registration Statement. I further consent to the reference to me and my opinion
under the caption "Legal Opinion and Experts" in the Prospectus.
Sincerely,
/s/ Claudia J. Zaman
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CLAUDIA J. ZAMAN