ANSLOW & JACLIN, LLP RICHARD I. ANSLOW
Counselors at Law Admitted in NJ, NY, DC
E-Mail: Ranslow@anslowlaw.com
GREGG E. JACLIN
Admitted in NJ, NY
E.Mail: Gjaclin@anslowlaw.com
ROSS A. GOLDSTEIN
Admitted in NJ, NY
E-Mail: Rgoldstein@anslowlaw.com
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Website: www.anslowlaw.com
E-Mail: Firm@anslow.com
November 26, 2003
Combined Opinion and Consent
ABSS Corp.
385 Freeport, #1
Sparks, Nevada 89431
Re: ABSS Corp.
Gentlemen:
We have acted as counsel to ABSS Corp., a Delaware corporation (the "Company"),
in connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 as amended (the
"Act") of the Company's Registration Statement on Form S-8, filed
contemporaneously with the Commission relating to the registration under the Act
of 3,750,000 shares (the "Shares") of the Company's Common Stock, $0.001 par
value (the "Common Stock").
In rendering this opinion, we have reviewed the Registration Statement on Form
S-8, as well as a copy of the Certificate of Incorporation of the Company, as
amended, and the By-Laws of the Company. We have also reviewed such statutes and
judicial precedents as we have deemed relevant and necessary as a basis for the
opinion hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity with
the original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such copies.
Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:
(1) The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware;
(2) The Shares, when issued in connection with the agreements (copies annexed
to the Registration Statement), will be legally issued, fully paid and
non-assessable.
This opinion is limited to the General Corporation Law and the Constitution of
the State of Delaware and we express no opinion with respect to the laws of any
other jurisdiction. We consent to your filing this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement on Form S-8.
This opinion is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written consent.
Very truly yours,
ANSLOW & JACLIN, LLP
By: /s/ Gregg Jaclin
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GREGG JACLIN
4400 Route 9 South, 2nd Floor, Freehold, New Jersey 07728