I have scoured the SEC filings for evidence of Miles Garnett's expertise. These are the only other two companies that I find that he is mentioned in as far as filings with the SEC. They are both opinion letters independently stating the genuineness of the documents referenced in the filing. I am at a loss to see that he has otherwise prepared the filing, however.
A careful reading of the PABN Press Release suggests that may be all he will be doing for them though. It would be ashamed if all that release was announcing was that Miles Garnett had been retained to offer an opinion of genuiness on the PABN documents referenced in their filing. The press release seems to imply a much more involved role crafting the document itself. Now I am left wondering.
MILES GARNETT Attorney at Law 66 Wayne Avenue Atlantic Beach, N.Y. 11509-1537 Tel. (516) 371-4598 ------------------------------- December 28, 1999 AlphaCom, Inc. 1035 Rosemary Boulevard; Suite I Akron, Ohio 44306 Attention: Board of Directors Dear Persons, This letter is in connection with the public offering of up to five million twenty thousand shares of common stock, par value $.001 per share of AlphaCom, Inc. a Nevada corporation (the "Company"), under its Form SB-2 Registration Statement under the Securities Act of 1933 (the "Registration Statement"). Pursuant to such Registration Statement the Company and Selling Shareholders propose to sell 5,020,000 shares of common stock. I have examined such corporate records, certificates and other documents as I have considered necessary and proper for the purpose of this opinion. In such examination, I have assumed the genuiness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the original documents submitted to me as copies and the authenticity of the originals of such latter documents. As to any facts material to my opinion, I have, when relevant facts were not independently established, relied upon the aforesaid record, certificates and documents. Based on the foregoing, It is my opinion that when (i) the Registration Statement shall have become effective under the Securities Act of 1933, as amended, (ii) the Certificates for the company's shares of the common stock have been duly executed, countersigned, registered and delivered and the consideration therefor paid to the Company, then the Stock shall be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the statement made in reference to me under the caption "Legal Matters" and this opinion in the Prospectus constituting a part of the Registration Statement. Very truly yours, /s/ Miles Garnett sec.gov
Miles Garnett Attorney at Law 66 Wayne Avenue Atlantic Beach, N.Y. 11509-1537 Tel. (516) 371-4598 --------------------------- December 15, 1999 Ave. A Corporation 609 Deep Valley Drive; Suite 200 Palos Verdes, CA 90274 Attention: Board of Directors Dear Persons, This letter is in connection with the public offering of up to five million six hundred fifty thousand shares, par value $.001 per share of Ave. A Corporation a Delaware corporation (the "Company"), under its Form SB-2 Registration Statement under the Securities Act of 1933 (the "Registration Statement"). Pursuant to such Registration Statement the Company proposes to sell 5,650,000 shares. I have examined such corporate records, certificates and other documents as I have considered necessary and proper for the purpose of this opinion. In such examination, I have assumed the genuiness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the original documents submitted to me as copies and the authenticity of the originals of such latter documents. As to any facts material to my opinion, I have, when relevant facts were not independently established, relied upon the aforesaid record, certificates and documents. Based on the foregoing, it is my opinion that when (i) the Registration Statement shall have become effective under the Securities Act of 1933, as amended, (ii) the Certificates for the Company's Shares of the Common Stock have been duly executed, countersigned, registered and delivered and the consideration therefor paid to the Company, then the Stock shall be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the statement made in reference to me under the caption "Legal Matters" and this opinion in the prospectus constituting a part of the Registration Statement. Very truly yours, /s/ Miles Garnett Miles Garnett sec.gov |