Exhibit 5
December 5, 2000
Biozhem Cosmeceuticals, Inc.
19641 Descartes
Foothill Ranch, CA 92610
Re: Form S-8 Registration of Shares Reserved Pursuant to the
certain Agreement for Consulting Services dated September 27,
1999, as amended effective as of December 4, 2000, by and
between Biozhem Cosmeceuticals, Inc. and Sierra Silicon
(together the "Consulting Agreement")
Gentlemen:
In connection with the proposed registration of 76,870 shares of Common
Stock, $.001 par value, of Biozhem Cosmeceuticals, Inc., a Texas corporation
(the "Company"), by the Company on Form S-8 for issuance pursuant to the
Consulting Agreement, we have examined the following:
1. The Articles of Incorporation of the Company, as amended to
date;
2. The Bylaws of the Company, as amended to date;
3. Resolutions of the Board of Directors of the Company with
respect to the adoption and amendment of the Consulting
Agreement;
4. The Consulting Agreement, as amended; and
5. The registration Statement on Form S-8 and exhibits thereto to
be filed with the Securities and Exchange Commission.
Based upon such examination and upon examination of such other
documents and records as we have deemed necessary, we are of the opinion that:
(a) The Company has been duly incorporated under the laws of the
State of Texas and is a validly organized and existing
corporation.
(b) The shares of Common Stock to be offered by the Company
pursuant to the Consulting Agreement, when issued and paid for
upon the terms and in the manner set forth in the Consulting
Agreement, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filling of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
/S/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
