ABRAMS GARFINKEL MARGOLIS BERGSON LLP
ATTORNEYS AT LAW
4100 NEWPORT PLACE, SUITE 830
NEWPORT BEACH, CALIFORNIA 92660-2422
TELEPHONE: 949.250.8655
FACSIMILE: 949.250.8656
Opinion of Counsel and Consent of Counsel
Board of Directors
Maximum Dynamics, Inc.
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as securities counsel for Maximum Dynamics, Inc., a Colorado
corporation (the "Company"). You have requested our opinion in connection with
the registration by the Company of 12,559,908 shares (the "Shares") of its
common stock to be registered pursuant to a registration statement on Form S-8
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (such registration statement, as amended or supplemented is
hereinafter referred to as the "Registration Statement"). The Shares are to be
issued under the Company's Consultant Agreements (the "Agreements") and pursuant
to resolutions by the Board of Directors.
You have advised that:
1. The Company is current in its reporting responsibilities to the Securities
and Exchange Commission as mandated by the Securities Exchange Act of 1934, as
amended.
2. In their capacities as consultants, the Consultants named herein have
provided and will provide bona-fide services to the Company which are not in
relation to the offer or sale of securities in a capital-raising transaction,
and which did not either directly or indirectly promote or maintain a market for
the Company's securities.
3. The Company has entered into a Consulting Agreement with Consulting Agreement
with Andrew Shaun Bremer, Bronwin Murray, Carla Sharpe, Cindy Ashley, Craig John
Ogilvy, Eric Richfield Majors, Ernesto Angel, Francesco Maccioni, Gareth Saul,
Giovanni Carlo Fantozzi, Gregory Allum, Henry Van Burean Jarrett JR, Jaime Luis
Perez Marquez, Johannes Clausen, Johannes Mathys van Loggerenberg, Joshua Neale
Wolcott, Keenan Lewis, Lee Jason Glanville, Liesl Clarke, Marisa Steyn, Martha
Phumela Johnson, Michael Rhea Bennett, Mzukisi Peacemaker Mnqayi, Nadeem Adonis,
Nomonde Felicia Zondani, Paul Stabnow, Peter Presto Fakude, Peter Saul, Petrus
Stephanus Mans de Beer, Raoul Moses, Shurley Mazako, T'Christopher Gardner, Troy
Lynette, Vernon Reginal Philander, Veronique Isaacs, and Victor Angel.
4. The Company has agreed to issue its common stock to the above-named
individuals as compensation for their services to the Company.
Maximum Dynamics, Inc.
February 11, 2005
Page 2
We have read such documents as have been made available to us. For purposes of
this opinion, we have assumed the authenticity of such documents.
Based on the accuracy of the information supplied to us, it is our opinion that
the Company may avail itself of a Registration Statement on Form S-8, and is
qualified to do so. Further, subject to the limitation set forth in the
Company's Articles of Incorporation with respect to the maximum number of shares
of common stock that the Company is authorized to issue, and assuming that the
Shares will be issued as set forth in the Agreements and the Registration
Statement, at a time when effective, and that the Company will fully comply with
all applicable securities laws involved under the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated pursuant to said Acts, and in those states of foreign
jurisdictions in which the Shares may be sold, we are of the opinion that, upon
proper and legal issuance of the Shares and receipt of the consideration to be
paid for the Shares, the Shares will be validly issued, fully paid and
nonassessable shares of common stock of the Company.
Further, with respect to the issuance of the shares to the individuals set forth
in the paragraphs above, we are of the opinion that those persons are eligible
individuals in the Agreements and may be issued shares of the Company's Common
Stock registered on the Company's Registration Statement on Form S-8 without
restriction on transfer or restrictive legend.
This opinion does not cover any matters related to any re-offer or re-sale of
the Shares by the Consultants, once properly and legally issued pursuant to the
Agreements as described in the Registration Statement.
We hereby consent to the filing of this opinion with the Commission as Exhibit
5.1 to the Registration Statement. We also consent to the reference to our firm
under the heading in the Registration Statement. In giving this consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission. This opinion and consent may not be incorporated by reference in a
subsequent registration statement on Form S-8 filed pursuant to Rule 462(b)
under the Act with respect to the registration of additional securities issuable
under the Agreements.
This opinion is limited to the specific issues addressed herein, and no opinion
may be inferred or implied beyond that expressly stated herein. We assume no
obligation to revise or supplement this opinion should the present laws of the
State of Colorado or the federal law of the United States be changed by
legislative action, judicial decision or otherwise.
This opinion is furnished to you pursuant to the applicable rules and
regulations promulgated under the Act in connection with the filing of the
Registration Statement.
Sincerely,
/s/ ABRAMS GARFINKEL MARGOLIS BERGSON LLP
- --------------------------------------------
February 11, 2005