Broadband Wireless International Corp – ‘S-8’ on 6/2/04 – EX-5.1

On:  Wednesday, 6/2/04, at 5:13pm ET   ·   Effective:  6/2/04   ·   Accession #:  950148-4-961   ·   File #:  333-116105

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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         Form S-8 - Registration Statement                   HTML     38K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders    28    119K 
 3: EX-5.1      Opinion re: Legality                                   2     11K 
 4: EX-23.1     Consent of Experts or Counsel                          1      6K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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OPINION OF LAW OFFICES OF FRANK SCHWERTFEGER

LAW OFFICE OF FRANK SCHWERTFEGER                                                
6080 Center Drive, Suite 532                                                    
Los Angeles, CA 90045                                                           
TELEPHONE: 310-985-3531                                                         
FACSIMILE: 310-574-6107                                                         

June 1, 2004                                                                    

Broadband Wireless International Corporation                                    
8290 West Sahara, Suite 280                                                     
Las Vegas, NV 89117                                                             

RE:      Broadband Wireless International Corporation (BBAN)                    
Registration Statement on Form S-8                            

Ladies & Gentlemen:                                                             

Broadband Wireless International Corporation, a Nevada corporation (the         
"Company"), proposes to issue under a Form S-8 Registration Statement (the      
"Registration Statement") up to 50,000,000 shares of Common Stock (the          
"Shares"), pursuant to the Company's Group Plan for 2004 Stock Compensation (the
"Plan").                                                                        

In rendering the following opinion, we have examined and relied only upon the   
documents and certificates of officers of the Company as are specifically       
described below. In our examination, we have assumed the genuineness of all     
signatures, the authenticity, accuracy and completeness of the documents        
submitted to us as originals, and the conformity with the original documents of 
all documents submitted to us as copies. Our examination was limited to the     
following documents and no others:                                              

1.       Certificate and Articles of Incorporation of the Company, as amended to
date;                                                         

2.       By-Laws of the Company;                                                

3.       Resolutions adopted by the Board of Directors of the Company           
authorizing the Plan and the issuance of the Shares;          

4.       The Registration Statement, together with all amendments thereto,      
    exhibits filed in connection therewith and incorporated therein by
  reference and form of prospectus contained therein including all
documents incorporated therein by reference; and              

5.       The Plan.                                                              

We have not undertaken, nor do we intend to undertake, any independent          
investigation beyond such documents and records, or to verify the adequacy or   
accuracy of such documents and records.                                         

Based upon and subject to the foregoing, it is our opinion that the Shares,     
subject to effectiveness of the Registration Statement and compliance with      
applicable Blue Sky laws, and subject to the proper execution and delivery of   
stock certificates evidencing the Shares, when                                  

EX-5.1
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issued and delivered against payment therefore in accordance with the terms of  
the Plan, and as set forth in the Registration Statement, will constitute       
legally issued, fully paid and nonassessable shares of common stock of the      
Company.                                                                        

We hereby consent to the filing of this opinion as an exhibit to the            
Registration Statement; and to the filing of this opinion in connection with    
such filings of applications as may be necessary to register, qualify or        
establish eligibility for an exemption from registration or qualification of the
Shares under the blue sky laws of any state or other jurisdiction although we   
express no opinion as to state securities laws herein. In giving this consent,  
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission       
promulgated thereunder.                                                         

The opinions set forth herein are based upon the federal laws of the United     
States of America, and the corporate laws of the State of Nevada all as now in  
effect. We express no opinion as to whether the laws of any particular          
jurisdiction apply, and no opinion to the extent that the laws of any           
jurisdiction other than those identified above are applicable to the subject    
matter hereof.                                                                  

The information set forth herein is as of the date of this letter. We disclaim  
any undertaking to advise you of changes which may be brought to our attention  
after the effective date of the Registration Statement.                         

Sincerely,                                                                      

/s/ Frank Schwertfeger                                                          
----------------------                                                          
Law Offices of Frank Schwertfeger                                               

Dates Referenced Herein

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		6/2/04							None on these Dates
		6/1/04		1
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