LZG International, Inc. – ‘SB-2’ on 2/7/01 – EX-5

On:  Wednesday, 2/7/01, at 5:30pm ET   ·   Accession #:  1108017-1-27   ·   File #:  333-55184

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        66±   307K 
                          Issuer                                                 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,      2±     9K 
                          Liquidation or Succession                              
 3: EX-3.(I)    Articles of Incorporation/Organization or By-Laws      2     11K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws     11     42K 
 5: EX-4        Instrument Defining the Rights of Security Holders     1      8K 
 6: EX-5        Opinion re: Legality                                   2±    13K 
 7: EX-10.1     Material Contract                                     12±    50K 
16: EX-10.10    Material Contract                                      2±    10K 
 8: EX-10.2     Material Contract                                     25±    97K 
 9: EX-10.3     Material Contract                                     23±    90K 
10: EX-10.4     Material Contract                                     20     62K 
11: EX-10.5     Material Contract                                     19     62K 
12: EX-10.6     Material Contract                                     19     62K 
13: EX-10.7     Material Contract                                      1      9K 
14: EX-10.8     Material Contract                                      2±    12K 
15: EX-10.9     Material Contract                                      2±    11K 
17: EX-21       Subsidiaries of the Registrant                         1      7K 
18: EX-23       Consent of Experts or Counsel                          1      8K 
19: EX-27       Financial Data Schedule                                1      9K 

EX-5   —   Opinion re: Legality

 LEGAL OPINION

The Law Offices of
Hamilton, Lehrer & Dargan P.A.
555 South Federal Highway, Suite 270
 Boca Raton, Florida 33432
 (561)416-8956
------------------------
Facsimile: (561)416-2855

January 29, 2001                                                                

Board of Directors                                                              
c/o Pierre Bosse                                                                
Lazygrocer.com Inc.                                                             
41 York Street                                                                  
Ottawa Ontario KIN587 Canada                                                    

Re:      Shares to be Registered on Form SB-2 (the "Shares")                    

Dear Mr. Bosse                                                                  

We have acted as counsel for  Lazygrocer.com  Inc., a Florida  corporation  (the
"Company"),  and certain of its  shareholders  (the "Selling  Shareholders")  in
connection  with the issuance of the Shares  described in the  prospectus of the
Company dated January 29, 2001 (the "Prospectus"), contained in the Registration
Statement on Form SB-2 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 Florida, dated
         as of a recent  date,  stating  that the  Company is duly  incorporated
and in good standing in the State of Florida;                 
(d)      Share Certificates of  the Company;                                    
(e)      The Registration  Statement and all exhibits thereto;                  
(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  their   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 certified or photostatic 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 Florida jurisdiction
of its  incorporation  and has full  corporate  power and  authority  to own its
properties and conduct its business as described in the Registration Statement. 

The  authorized  capital stock of the Company  consists of 50,000,000  shares of
Common Stock, with a par value of $.001 per share, of which there are           
outstanding  18,338,001,  and 20,000,000  shares of Preferred Stock,  with a par
value of $.001  per  share,  of which  none are  outstanding.  Proper  corporate
proceedings  have been taken validly to authorize such authorized  capital stock
and all the  outstanding  shares of such capital  stock,  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.                                     

I hereby  consent to the use of this  opinion as an exhibit to the  Registration
Statement.  In giving this consent, I do not hereby admit that I come within the
category of a person whose consent is required under Section 7 of the Securities
Act of 1933, or the general rules and regulations thereunder.                   

 Very truly yours,

       /s/ Brenda Hamilton
       -------------------
          Brenda Hamilton,Esq.
  For the Firm

Dates Referenced Herein

This ‘SB-2’ Filing		Date		Other Filings
Filed on:		2/7/01		None on these Dates
		1/29/01
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