EXHIBIT 5 - LEGAL OPINION
Charles W. Barkley
Attorney at law
6201 Fairview Road (704) 892-2748
Suite 200 (704) 892-6487 (fax)
Charlotte, NC 28210
cbarkley@yourincorporation.com
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October 26, 2004
Board of Directors
South Street Ventures VII, Inc.
6201 Fairview Road, Suite 200
Charlotte, NC 28210
Re: 1,290,000 Shares to be Registered on Form SB-2 (the "Shares")
Gentlemen:
We have acted as counsel for South Street Ventures VII, Inc., a North Carolina
corporation (the "Company"), in connection with the registration of the Shares
described in the prospectus of the Company dated _____, 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) Certificate of Incorporation of the Company, as amended to date;
(b) By-laws of the Company, as amended to date; (c) Information from the
Secretary of State of the State of North Carolina, dated as of a recent date, to
the effect that the Company is duly incorporated and in good standing in the
State of North Carolina; (d) Share Certificates of the Company; and (e) The
Registration Statement.
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
Board of Directors
October 26, 2004
Page 2.
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 1,000,000 shares. 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.
The opinions expressed herein are based on federal corporate laws and the laws
of the State of North Carolina.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Charles W. Barkley
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Charles W. Barkley