Wine Purveyors International – ‘SB-2/A’ on 8/11/04 – EX-5

On:  Wednesday, 8/11/04, at 4:10pm ET   ·   Accession #:  1222793-4-10   ·   File #:  333-104131

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

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Form SB-2 Amendment No. 9                             54    293K 
 2: EX-5        Opinion of Counsel                                     2±     9K 
 3: EX-10       Escrow Agreement                                       5     19K 
 4: EX-10       Form of Subscription Agreement                         5±    18K 
 5: EX-23       Consent of Accountants                                 1      6K 
 6: EX-23       Consent of Counsel                                     1      4K 
 7: EX-99       Appraisal of Wine Inventory                            1      6K 

EX-5   —   Opinion of Counsel

Exhibit 5.1                                                                   

Opinion of Jonathan Ram Dariyanani, Esq.                                        

[Jonathan Ram Dariyanani, Attorney At Law Letterhead]                           

August 10, 2004                                                                 

Wine Purveyors International, Inc.                                              
15208 Jarrettsville Pike                                                        
Monkton, Maryland 21111                                                         

Ladies and Gentlemen:                                                           

We have acted as counsel to Wine Purveyors International, Inc., a Nevada        
corporation (the "Company"), in connection with the registration under the      
Securities Act of 1933, as amended (the "1933 Act") of 1,000,000 shares of the  
Company's common stock, $0.001 par value per share (the "Financing Shares") and 
1,004,100 shares of the Company's common stock, $0.001 par value per share which
were previously issued by the Company (the "Resale Shares"). Together the       
Financing Shares and the Resale shares shall be known as the "Shares." This     
opinion is delivered to you in accordance with the requirements of Item         
601(b)(5) of Regulation S-B under the 1933 Act in connection with the           
Registration Statement on Form SB-2, Registration Number 333-104131, including  
all pre-effective and post-effective amendments thereto (the "Registration      
Statement") for the resale of the Common Stock, filed with the Securities and   
Exchange (the "Commission") under the 1933 Act.                                 

In our capacity as your special counsel in connection with such registration, we
are familiar with the proceedings taken by the Company in connection with the   
authorization, issuance and sale of the Shares. In addition, we have made such  
legal and factual examinations and inquiries, including an examination of       
originals or copies certified or otherwise identified to our satisfaction of    
such documents, corporate records and instruments, as we have deemed necessary  
or appropriate for purposes of this opinion.                                    

In our examination, we have assumed the genuineness of all signatures, the    
authenticity of all documents submitted to us as originals, and the conformity  
to authentic original documents of all documents submitted to us as copies. We  
are opining herein as to the effect on the subject transaction only of the      
General Corporation Law of the State of Nevada, including the statutory         
provisions, the rules and regulations underlying those provisions, including    
judicial and regulatory determinations and all applicable provisions of the     
Nevada constitution and reported judicial decisions interpreting those laws and 
we express no opinion with respect to the applicability thereto, or the effect  
thereon, of the laws of any other jurisdiction or, in the case of Nevada, any   
other laws, or as to any matters of municipal law or the laws of any local      
agencies within any state.                                                      

Subject to the foregoing, it is our opinion that the Financing Shares have been 
duly authorized, and, upon issuance, delivery and payment there for in the      
manner contemplated by the Registration Statement, will be validly issued, fully
paid and non-assessable. It is our opinion that the Resale Shares have been duly
authorized, validly issued, fully paid and non-assessable. We hereby consent to 
the filing of this opinion as an exhibit to the Registration Statement and to   
the reference to this firm under the caption "Interest of Named Experts and     
Counsel" in the Prospectus which is a part of the Registration Statement. In    
giving such consent, we do not thereby admit that we are in the category of     
persons whose consent is required under Section 7 of the 1933 Act or the rules  
and regulations thereunder.                                                     

Very truly yours,                                                               

/s/ Jonathan Ram Dariyanani, Esq.                                               
Jonathan Ram Dariyanani                                                         

Dates Referenced Herein

This ‘SB-2/A’ Filing		Date		Other Filings
Filed on:		8/11/04		None on these Dates
		8/10/04
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