Exhibit 5.1
[Letterhead of The Xxxx Law Group]
July 29, 2004
ACS Holdings, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
In connection with the registration on Form S-8 under the Securities Act of
1933, as amended, of an aggregate of 410,000,000 shares of common stock (the
"Shares") to be issued pursuant to (i) the ACS Holdings, Inc. 2004 Stock Option
Plan (the "Plan"), (ii) a Consulting Services Agreement dated July 27, 2004, by
and between ACS Holdings, Inc., a Nevada corporation ("ACS"), and American
Financial Institution Consulting, Inc., a Nevada corporation (the "AFIC
Agreement"), (iii) a Consulting Services Agreement dated July 29, 2004, by and
between ACS and Reskin & Associates, a Kentucky sole proprietorship (the "Reskin
Agreement"); (iv) a Consulting Services Agreement dated February 12, 2004, by
and between ACS and The Xxxx Law Group, PLLC, as amended on April 22, 2004, May
19, 2004, June 1, 2004, July 12, 2004, July 26, 2004 and July 29, 2004 (the "OLG
Agreement"), and (v) a Consulting Services Agreement dated June 11, 2004, by and
between the Registrant and Xxxxxxxx & Xxxxx, as amended on July 29, 2004 (the
"Xxxxxxxx and Xxxxx Agreement"), we have examined such documents and have
reviewed such questions of law as we have considered necessary and appropriate
for the purposes of this opinion and, based thereon, we advise you that, in our
opinion, when the Shares have been issued and sold pursuant to the applicable
provisions of the Plan, the AFIC Agreement, the Reskin Agreement, the OLG
Agreement, the Xxxxxxxx and Xxxxx Agreement, and in accordance the Form S-8, the
Shares will be validly issued, fully paid and nonassessable shares of the
Company's common stock.
We hereby consent to the filing of this opinion as an exhibit to the
above-described registration statement.
Very truly yours,
THE XXXX LAW GROUP, PLLC
/s/ The Xxxx Law Group
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