December 22, 2004
CNH Holdings Company
00000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Re: Option Agreement dated May 5, 2003
Ladies and Gentlemen:
We have acted as counsel to CNH Holdings Company, a Nevada corporation (the
"Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act") relating to the registration of: (i) 800,000 shares (the "Shares")
of its Common Stock, $0.001 par value per share, issuable pursuant to the Option
Agreement dated May 5, 2003 (the "Plan").
In reaching the conclusions expressed in this opinion, we have examined and
relied upon the originals or certified copies of all documents, certificates and
instruments as we have deemed necessary to the opinions expressed herein,
including the Articles of Incorporation, as amended, and the Bylaws of the
Company, as amended, and copies of the Plan. In making the foregoing
examinations, we have assumed the genuineness of all signatures on original
documents, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the Chapter 78 of the Nevada Revised
Statutes of the State of Nevada and the federal laws of the United States of
America, it is our opinion that the Shares have been duly authorized, and when
issued and delivered, against receipt by the Company of the agreed consideration
therefore, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Xxxxxxx Xxxxxx L.L.P.
XXXXXXX XXXXXX L.L.P.
