Exhibit 5
[Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP]
June 20, 2001
Board of Directors
Xxxxxx Xxxxx Enterprises, Inc.
c/o 0000 Xxxxxxxxxxxxx Xxxxx, Xxxxx 000
XxXxxx, Xxxxxxxx 00000
Xxxxxx Xxxxx Enterprises, Inc.
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Ladies and Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Xxxxxx Xxxxx Enterprises, Inc., a Florida
corporation, with respect to the Xxxxxx Xxxxx Enterprises, Inc.'s Consulting
Agreement (the "Agreement"). As counsel to Xxxxxx Xxxxx Enterprises, Inc., we
have reviewed the registration statement on Form S-8 (the "Registration
Statement") to be filed by Xxxxxx Xxxxx Enterprises, Inc. on or about June 20,
2001, with the Securities and Exchange Commission to effect the registration of
200,000 shares of common stock of Xxxxxx Xxxxx Enterprises, Inc. under the
Securities Act of 1933 (the "Act") for issuance under the Agreement.
In this regard, we have examined the Articles of Incorporation and
Bylaws of Xxxxxx Xxxxx Enterprises, Inc., records of proceedings of the Board of
Directors of Xxxxxx Xxxxx Enterprises, Inc., the Agreement and such other
records and documents as we have deemed necessary or advisable in connection
with the opinions set forth herein. In addition, we have relied as to certain
matters on information obtained from public officials, officers of Xxxxxx Xxxxx
Enterprises, Inc. and other sources believed by us to be reliable.
Based upon our examination and inquiries, we are of the opinion that
the shares which constitute original issuance securities will, when issued
pursuant to the terms and conditions of the Agreement, be validly issued, fully
paid and nonassessable. The foregoing opinion is limited to the laws of the
Commonwealth of Virginia and we express no opinion as to the effect of the laws
of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP
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Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP
