EXHIBIT 5 - LEGAL OPINION
Law Offices of Harold H. Martin P.A.
17111 Kenton Drive, Suite 204B
Cornelius, North Carolina 28031
(704) 894-9760
August 9, 2004
Board of Directors
Capital Resource Funding, Inc.
2212 Lantern Circle Way
Cornelius, North Carolina 28031
Re: Shares to be Registered on Form SB-2 (the "Shares")
Gentlemen:
We have acted as counsel for Capital Resource Funding, Inc., a North
Carolina corporation (the "Company"), and certain of its shareholders (the
"Selling Shareholders") in connection with the registration of the Shares
described in the prospectus of the Company dated August 9, 2004 (the
"Prospectus"), contained in the Registration Statement on Form SB-2 (the
"Registration Statement") of the Company. In connection with this matter, we
have examined the originals or copies certified or otherwise identified to our
satisfaction of the following: (a) Articles of Incorporation of the Company, as
amended to date; (b) By-Laws of the Company, as amended to date; (c)
Certificates from the Secretary of State of the State of North Carolina, dated
as of a recent date, stating that the Company is duly incorporated and in good
standing in the State of North Carolina; (d) Share Certificates of the Company;
(e) The Registration Statement and all exhibits thereto; and (f) Questionnaires
completed and signed by all officers and directors of the Company. In addition
to the foregoing, we have also relied as to matters of fact upon the
representations made by the Company and its representatives and upon
representations made by the Selling Shareholders. In addition, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us as certified or as photo-static copies.
Based upon and in reliance upon the foregoing, and after examination of such
corporate and other records, certificates and other documents and such matters
of law as we have deemed applicable or relevant to this opinion, it is our
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 North Carolina, the
jurisdiction of its incorporation, and has full corporate power and authority to
own its properties and conduct business as described in the Registration
Statement.
The authorized capital stock of the Company consists of 100,000,000 shares of
Common Stock, with a par value of $.001 per share, of which there are
outstanding 10,000,000 shares (including the Shares), and 10,000,000 shares of
convertible preferred stock, of which no shares are outstanding. Proper
corporate proceedings have been taken validly to authorize such authorized
capital stock and all the outstanding shares of such capital stock (including
the Shares), when delivered in the manner and/or on the terms described in the
Registration Statement (after it is declared effective), will be duly and
validly issued, fully paid and non-assessable. The shareholders of the Company
have no preemptive rights with respect to the Common Stock of the Company.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of a person whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the general rules and regulations
thereunder.
Very truly yours,
LAW OFFICES OF HAROLD H. MARTIN, P.A.
By: /s/ Harold H. Martin
-----------------------
Harold H. Martin
Principal