|Bluepoint Linux Software Corp · S-8 · On 12/15/0 · EX-5 |
SEC File 333-51890 · Accession Number 1058985-0-264
EX-5 · Opinion re: Legality
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue
Las Vegas, NV 89102
Date: December 12th, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Bluepoint Linux Software Corp. Employee Benefit Plan.
Ladies and Gentlemen:
We have acted as counsel to Bluepoint Linux Software Corp, an Indiana
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 400,000 shares of its common stock
(the "Shares"), $0.001 par value per share. The Shares are issuable pursuant
to the Company's Employee Benefit Plan (the "Plan").
In our representation we have examined such documents, corporate records, and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including, but not limited to, the Articles of Incorporation
and Bylaws of the Company.
Based upon the foregoing, it is our opinion that the Company is duly organized
and validly existing as a corporation under the laws of the State of Indiana,
and that the Shares, when issued and sold in accordance with the terms of the
Plan, will be validly issued, fully paid, and non-assessable.We hereby consent
to the use of this opinion as an exhibit to the Registration Statement.
Shawn F. Hackman, a P.C.
By:/s/Adam U. Shaikh, Esq.
Adam U. Shaikh, Esq.
SECURITIES AND EXCHANGE COMMISSION
Litigation Release 16233/ August 2, 1999
SEC v. Kanakaris Communications, Inc. et al., Civil Action No. CV-S-99-0967-JBR-LRL.
The Commission announced that on August 2, 1999, it filed a complaint seeking permanent injunctions against Kanakaris Communications, Inc. ("KCI"), Alexander Frank Kanakaris ("Kanakaris"), David R. Valenti ("Valenti") and Shawn F. Hackman ("Hackman"), alleging violations of Sections 5(a), 5(c) and 17 (a) of the Securities Act of 1933 and Section 10 (b) of the Securities Exchange Act of 1934 and Rule l0b-5 thereunder. The Commission's complaint also seeks disgorgement from Hackman and civil penalties against Kanakaris, Valenti and Hackman. KCI, Kanakaris and Valenti have agreed to settle the action by consenting, without admitting or denying the allegations of the complaint, to be enjoined from future violations of the registration and antifraud provisions of the federal securities laws; Kanakaris and Valenti also have agreed to pay civil money penalties of $25,000 each.
The complaint alleges that from January 1997 through January 1998, Kanakaris and Valenti both officers of KCI, fraudulently sold the securities of KCI and its predecessor company to individuals in several states. In soliciting investments, it is alleged Kanakaris and Valenti made misrepresentations regarding KCI's financial condition and operations. It is also alleged that Kanakaris and Valenti misrepresented to investors that KCI had a joint venture agreement with Microsoft Corporation. Some of these misrepresentations were allegedly also posted on KCI's web site.
In addition, it is alleged that Hackman, a Las Vegas attorney, prepared a false offering memorandum for KCI, sold KCI stock using the offering memorandum, and collected and distributed the proceeds of those sales, retaining a substantial portion of those funds for his own use. It is further alleged that Hackman, without authorization from KCI, prepared and filed a registration statement with the Commission which, among other things, misrepresented the shareholdings of KCI's management and major shareholders, stated that no unregistered offerings of KCI's securities had been made within the previous year and, rather than including audited financial statements, contained a review of KCI's financial statements without obtaining the consent of the accountants who prepared the review.