Noble Consolidated Industries Corp – ‘S-8’ on 1/7/02 – EX-5

On:  Monday, 1/7/02   ·   Effective:  1/7/02   ·   Accession #:  1079372-2-3   ·   File #:  333-76358

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     32K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4        Consulting Agreement                                   4     16K 
 3: EX-5        Legal Opinion                                          2     10K 
 4: EX-23       Consent of Experts                                     1      6K 

EX-5   —   Legal Opinion

EX-5
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
EXHIBIT 5.1  OPINION ON LEGALITY                                                

Thomas C. Cook & Associates, Ltd. 
4955 South Durango, Suite 214 
Las Vegas, Nevada 89113 
Phone:  (702) 952-8520

Admitted to practice in                      Facsimile  (702) 952-8521          
Nevada and California                        www.esquireonline.com              

January 3, 2002                                                                 

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C.  20549                                                         

RE:   BARRINGTON FOODS INTERNATIONAL, INC. REGISTRATION STATEMENT ON            
FORM S-8:  CONSULTING SERVICES CONTRACT WITH MR. J. MICHAEL KING    

Gentlemen:                                                                      

We have been requested by Barrington Foods International, Inc., formerly        
eBait, Inc., a Nevada corporation (the "Company"), to furnish you with our      
opinion as to the matters hereinafter set forth in connection with the          
above-captioned registration statement (the "Registration Statement")           
covering an aggregate of 475,000 Shares (the "Shares") of the Company's         
common stock, par value $.001 per Share offered on behalf of the Company        
in connection with (i) the Company's Consultant Agreements between              
Barrington Foods International, Inc. and Mr. J. Michael King, dated January     
3, 2002.                                                                        

We have examined the Written Consulting Agreement and such corporate            
records, documents, instruments and certificates of the Company, and have       
reviewed such other documents as we have deemed relevant under the              
circumstances.  In such examination, we have assumed without independent        
investigation the authenticity of all documents submitted to us as              
originals, the genuineness of all signatures, the legal capacity of all         
natural persons, and the conformity of any documents submitted to us as         
copies to their respective originals.  As to certain questions of fact          
material to this opinion, we have relied without independent investigation      
upon statements or certificates of public officials and officers of the         
Company.                                                                        

Based upon and subject to the foregoing, we are of the opinion that             
the Shares, when issued in accordance with the Plans, will be legally           
issued, fully paid and non-assessable.                                          

In connection with this opinion, we have examined the Registration              
Statement, the Company's Articles of Incorporation and By-laws, and such        
other documents as we have deemed necessary to enable us to render the          
opinion hereinafter expressed.                                                  

EX-5
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
We render no opinion as to the laws of any jurisdiction other than the          
internal laws of the State of Nevada and California.                            

We hereby consent to the use of this opinion as an exhibit to the               
Registration Statement and to the reference to our name under the caption       
"Legal Opinions" in the prospectus included in the Registration Statement.      

This opinion is conditioned upon the compliance by the Company                  
with all applicable provisions of the Securities Act of 1933, as                
amended, and such state securities rules, regulations and laws as may be        
applicable.                                                                     

Very truly yours,                                                               

/s/ Thomas C. Cook                                                              
-----------------------------------                                             
Thomas C. Cook and Associates, Ltd.                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/7/02							SC 13D
		1/3/02		1
									List all Filings