Pre-Effective Amendment to Registration Statement for Securities of a Real Estate Company — Form S-11
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-11/A Pre-Effective Amendment to Registration Statement 68 252K
for Securities of a Real Estate Company
2: EX-3.(I) Articles of Incorporation/Organization or By-Laws 5 15K
3: EX-3.(II) Articles of Incorporation/Organization or By-Laws 13 49K
4: EX-5.1 Opinion re: Legality 2 11K
5: EX-10.1 Material Contract 6 25K
6: EX-10.2 Material Contract 10 34K
7: EX-10.3 Material Contract 11 32K
8: EX-10.4 Material Contract 26 75K
9: EX-22 Published Report Regarding Matters Submitted to a 2 5K
Vote of Security Holders
10: EX-24.6 Power of Attorney 3 7K
11: EX-27 Financial Data Schedule (Pre-XBRL) 1 8K
EX-5.1 — Opinion re: Legality
| EX-5.1 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 5.1
Opinion of Selling Stockholders' Counsel
January 4, 2000
Securities and Exchange Commission
Washington, D.C. 20549
RE: Euro Cap Corporation
Registration Number: 000-1102267
Gentlemen:
This opinion is given in connection with the filing of a Registration
Statement on Form S-11 by Euro Cap Corporation (the Company), registration
number 000-1102267 ( the "Registration Statement"), filed with the United
States Securities and Exchange Commission, as it pertains to 2,000,000
shares in the common stock of the "Company, with par value of $0.000025
per share held in treasury and to be sold to the public (as defined and
described in the Registration Statement Statement of which this opinion forms
a part. This opinion is also given in respect of $500,000,000 in Notes to
be issued by the Company as described in the Registration Statement.
Certain terms used in this opinion characterized by initial capital
letters have the meaning set forth in the Prospectus which constitutes a
portion of the Registration.
We have examined the originals and copies of corporate instruments,
certificates and other documents of the Company and interviewed represent-
atives of the Company to the extent we deemed it necessary, in order to
form the basis for the opinion hereinafter set forth.
In such examination we have assumed the genuineness of all signatures
and authenticity of all documents submitted to us as certified or photostatic
copies. As to all questions of fact material to this opinion which have
not been independently established, we have relied upon statements or
certificates of officers or representatives of the Company.
According to the records maintained by the Company, there were, as of
the date of this opinion, 40,000,000 shares of common stock authorized, with
a par value of $0.000025 per share, of which 10,000,000 shares of common
stock were issued.
Based upon the foregoing, we are of the opinion that:
The 10,000,000 shares of Common Stock of the Company heretofore issued
are fully paid and non- assessable and there is no personal liability to the
owners thereof.
The 2,000,000 shares of Common Stock of the Company to be sold to the
public will, upon issuance thereof and payment in full thereof, be fully paid
and non-assessable and with no personal liability to the owners thereof.
The Notes, when issued by the Company will form a valid subordinated
unsecured charge against the company, ranking below Senior Notes (of which
there are none at present), priority lien claimants, and any secured Notes
or obligations (of which there are none at present). The Notes will rank
pari passu with any other usecured obligations of the Company, and in
priority to common shares. THIS OPINION DOES NOT ENCOMPASS THE DEBENTURE
ISSUED BY B0N HYANG, INC., THE KOREAN SUBSIDIARY OF THE COMPANY. NO OPINION
IS RENDERED ON THE VALIDITY OF THE SAID DEBENTURE UNDER AMERICAN OR KOREAN
LAWS.
This law firm hereby consents to the filing of this opinion as an
exhibit to the Registration Statement; however, this opinion is limited to
the facts set forth herein and is not to be interpreted as an opinion that
the Registration Statement has been properly prepared, or provides all
required disclosure.
Very truly yours,
/s/Bernabe Diaz/s/
Bernabe Diaz, Esq.
Corporate Counsel for the
Company
71 Stony Hill Rd., 2nd Flr.
Bethel CT 06801
84
Dates Referenced Herein and Documents Incorporated by Reference
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