Exhibit 5
---------
XXXXXXXXXX & XXXXX LLP
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone (000) 000-0000
Facsimile (000) 000-0000
February 11, 2004
SBS Interactive Co.
00 Xxxxxxx Xxxx, Xxxx 0
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Re: SBS Interactive Co. Non-Exclusive Consulting Agreement with Clearsite,
Ltd., a personal services corporation
Ladies and Gentlemen:
We have acted as counsel to SBS Interactive Co. (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of the Company's common stock, par value $0.001 (the
"Shares"), which may be issued as awards in connection with the above-referenced
plan (the "Plan"). In connection with that registration, we have reviewed the
proceedings of the Board of Directors of the Company relating to the
registration and proposed issuance of the Shares, the Certificate of
Incorporation of the Company and all amendments thereto, the Bylaws of the
Company and all amendments thereto, and such other documents and matters as we
have deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the Shares, when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the Florida Business Corporation Act.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares.
XXXXXXXXXX & XXXXX LLP
/s/Xxxxxxxxxx & Xxxxx LLP
