EXHIBIT 5.1
Gottbetter & Partners, llp
488 Madison Avenue
New York, New York 10022
(212) 400-6900
September 3, 2003
BHC, Inc.
14001 63rd Way North
Clearwater, Florida 33760
Re: BHC, Inc.
Registration Statement on Form SB-2
for 1,253,750 Shares of Common Stock
Dear Sirs:
At your request, we have examined (i) the Registration Statement on Form
SB-2 (the "Registration Statement") filed by BHC, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
on April 1, 2003, (ii) Amendment No. 1 to the Registration Statement filed by
the Company with the Commission on June 16, 2003 and (iii) Amendment No. 2 to
the Registration Statement to be filed by the Company with the Commission on
September [5], 2003 in connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 1,253,750 shares of the Company's Common
Stock (the "Shares") all of which will be sold or distributed by certain selling
security holders (the "Selling Security Holders").
In rendering this opinion, we have examined the following:
- the Registration Statement, together with the Exhibits filed as a part
thereof or incorporated therein by reference;
- the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in the
Company's minute books; and
- the Company's stock transfer ledger stating the number of the
Company's issued and outstanding shares of capital stock as of
September 2, 2003.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons or
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entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
authorization, execution and delivery of all documents where due authorization,
execution and delivery are prerequisites to the effectiveness thereof.
We have also assumed that the certificates representing the Shares have
been, or will be when issued, properly signed by authorized officers of the
Company or their agents.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records and documents
referred to above. We have made no independent investigation or other attempt
to verify the accuracy of any of such information or to determine the existence
or non-existence of any other factual matters; however, we are not aware of any
facts that would cause us to believe that the opinion expressed herein is not
accurate. Our opinion is limited in all cases to matters arising under the
general corporate law of Delaware.
Based upon the foregoing, it is our opinion that the Shares to be sold or
distributed by the Selling Security Holders pursuant to the Registration
Statement are validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement and any amendments thereto. This opinion is intended
solely for use in connection with the issuance and sale of shares subject to the
Registration Statement and is not to be relied upon for any other purpose.
Very truly yours,
GOTTBETTER & PARTNERS, LLP
/S/ GOTTBETTER & PARTNERS, LLP
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