Exhibit 5
Law Offices of
Harold P. Gewerter, Esq., Ltd.
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Harold P. Gewerter, Esq.
Wendy E. Miller, Esq.*
*Also admitted in California
March 28, 2003
VIA EDGAR TRANSMISSION
Future Carz, Inc.
2961 Industrial Road
Las Vegas, Nevada 89109
Re: 1,500,000 Shares of Common Stock, $0.001 par value per share
Ladies and Gentlemen:
We have acted as special counsel to Future Carz, 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
1,500,000 shares of the Company's common stock, $0.001 par value, in connection
with the Consulting Agreement (the "Agreement") entered into by and between the
Company and Douglas G. Hauser.
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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228 South Fourth Street, Suite 101, Las Vegas, Nevada 89101
Telephone: (702) 382-1714 ? Facsimile: (702) 382-1759
Re: Future Carz, Inc.
March 28, 2003
Page 2 of 2
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 corporate laws 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/ Harold P. Gewerter
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Harold P. Gewerter, Esq.