EXHIBIT 5.1 - OPINION REGARDING LEGALITY
August 30, 1998
Board of Directors
Sunburst Acquisitions I, Inc.
0000 X. Xxxx Xxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Consulting Agreement, dated as of May 15, 1998
with Xxxxxx X. Xxxxxxxx (the "Consulting Agreement")
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Sunburst Acquisitions I, Inc., a Colorado
corporation (the "Company"), in connection with the filing of the Company's
registration statement on Form S-8 with the Securities and Exchange Commission
on or about August 31, 1998 (the "Registration Statement") under the Securities
Act of 1933, as amended. The Registration Statement is being filed in connection
with the Company's offering of 1,510,344 shares of common stock (the "Shares")
of the Company pursuant to the Consulting Agreement.
We are familiar with the proceedings to date with respect to such
offering and have examined such records, documents and matters of law and
satisfied ourselves as to such matters of fact as we have considered relevant
for purposes of this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies. We have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.
We are of the opinion that when the Registration Statement shall have
become effective and the Shares shall have been issued on the terms contemplated
by the Agreement, the Shares will be legally issued, fully paid and
non-assessable.
This opinion shall be limited to the laws of the State of Colorado and
the federal laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely yours,
Xxxxxxxx, Xxxxxx & Xxxxxxx, P.C.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
