Brake Headquarters USA Inc – ‘POS AM’ on 9/22/98 – EX-5.1

As of:  Tuesday, 9/22/98   ·   Accession #:  950116-98-1903   ·   File #:  333-58343

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post Effective Amendment No. 1 to Form S-3            60    274K 
 2: EX-5.1      Opinion re: Legality                                   1      7K 
 3: EX-23.2     Consent of Experts or Counsel                          1      5K 
 4: EX-23.3     Consent of Experts or Counsel                          1      5K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                                     Exhibit 5.1
August 7, 1998
Snow Becker Krauss P.C. 
605 Third Avenue  
New York, New York 10158  

 Ladies and Gentlemen:

      You have requested our opinion with respect to the offer and sale by
the Selling Securityholders of Brake Headquarters U.S.A., Inc., a Delaware      
corporation (the "Company"), pursuant to a Registration Statement (the          
"Registration Statement") on Form S-3 under the Securities Act of 1933, as      
amended (the "Act"), of up to 5,125,000 shares (the "Shares") of Common Stock,  
par value $.001 per share, of the Company.                                      

We have examined original, or copies certified or otherwise   
identified to our satisfaction, of such documents and corporate and public      
records as we deem necessary as a basis for the opinion hereinafter expressed.  
With respect to such examination, we have assumed the genuineness of all        
signatures appearing on all documents presented to us a originals, and the      
conformity to the originals of all documents presented to us as conformed or    
reproduced copies. Where factual matters relevant to such opinion were not      
independently established, we have relied upon certificates of executive        
officers and responsible employees and agents of the Company.                   

     Based on the foregoing, it is our opinion that the 5,125,000 Shares
underlying warrants and convertible securities referred to in the Registration  
have been duly authorized and when paid for and issued as contemplated by such  
warrants and convertible securities will be duly and validly issued and fully   
paid and nonassessable.                                                         

    We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement, and to the use of our name as your counsel in           
connection with the Registration Statement and in the Prospectus forming a      
part thereof. In giving this consent, we do not thereby concede that we come    
within the categories of persons whose consent is required by the Act or the    
General Rules and Regulations promulgated thereunder.                           

                         Very truly yours,

                                   /s/ SNOW BECKER KRAUSS P.C.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS AM’ Filing		Date		Other Filings
		9/23/98
Filed on:		9/22/98
		8/7/98		S-3/A
				List all Filings