Iwizard Holding Inc – ‘SB-2’ on 10/1/02 – EX-5

On:  Tuesday, 10/1/02, at 4:41pm ET   ·   Accession #:  1139020-2-166   ·   File #:  333-100230

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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        49±   204K 
                          Issuer                                                 
 2: EX-3        Articles of Incorporation                              4±    19K 
 3: EX-3        By-Laws                                               12±    46K 
 4: EX-5        Legal Opinion                                          2±     9K 
 5: EX-10       Material Contract                                     10±    38K 
 6: EX-10       Material Contract                                      5±    20K 
 7: EX-10       Material Contract                                     21±    75K 
 8: EX-23       Auditor's Consent                                      1      7K 

EX-5   —   Legal Opinion

EXHIBIT 5:     Attorney Opinion Letter.                                         

Law Offices of                                                                  
Harold P. Gewerter, Esq., Ltd.                                                  
                          Harold P. Gewerter, Esq.
                                  Wendy E. Miller*
                      *Also admitted in California

September 18, 2002                                                              

James P. Piccolo                                                                
iWizard Holding, Inc.                                                           
8043 East Mercer Lane                                                           
Scottsdale, AZ 85260                                                            

RE:  Proposed Sale of Common Stock by Certain Shareholders of                   
iWizard Holding, Inc.                                                           

Dear Mr. Piccolo:                                                               

At your request, we are rendering this opinion in connection with               
a proposed sale by certain shareholders ("Selling Shareholders")                
of iWizard Holding, Inc., a Nevada corporation (the "Company"),                 
of up to 1,774,000 shares of common stock, $0.001 par value (the                
"Common Stock").  The Selling Shareholders are identified in the                
Registration Statement on Form SB-2 originally dated September                  
17, 2002.                                                                       

We have examined instruments, documents, and records, which we                  
deemed relevant and necessary for the basis of our opinion                      
hereinafter expressed.  We have done so in light of Title 17 of                 
the Nevada Revised Statutes Chapters 78 and 90 et. seq.  In such                
examination, we have assumed the following: (a) the authenticity                
of original documents and the genuineness of all signatures; (b)                
the conformity to the originals of all documents submitted to us                
as copies; and (c) the truth, accuracy, and completeness of the                 
information, representations, and warranties contained in the                   
records, documents, instruments, and certificates we have                       
reviewed.                                                                       

Based on such examination and the applicable laws of the State of               
Nevada, we are of the opinion that 1,774,000 shares of Common                   
Stock to be sold by the Selling Shareholders are, as of the date                
hereof, duly authorized shares of Common Stock, and have been                   
legally issued, fully paid, and non-assessable.                                 

We hereby consent to the filing of this opinion as an exhibit to                
the above-referenced Registration Statement and to the use of our               
name wherever it appears in said Registration Statement,                        
including the Prospectus constituting a part thereof, as                        
originally filed or as subsequently amended or supplemented.                    

     Sincerely
                  /s/ Harold P. Gewerter
                   Harold P. Gewerter, Esq

228 South Fourth Street, Suite 101, Las Vegas, Nevada 89101               
Telephone: (702) 382-1714  *  Facsimile: (702) 382-1759               

Dates Referenced Herein

This ‘SB-2’ Filing		Date		Other Filings
Filed on:		10/1/02		None on these Dates
		9/18/02
		9/17/02
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