Mr. Joseph Vigliarolo
President
Xecom Corp.
69730 Highway 111, Suite 101
Rancho Mirage, CA 92270
Re: Xecom Corp.
Registration Statement on Form S-8
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Dear Mr. Vigliarolo:
Xecom Corp., a Nevada corporation (the "Company"), proposes to issue under a
Form S-8 Registration Statement (the "Registration Statement") up to 830,000
shares of Common Stock (the "Shares"), pursuant to an Agreement for Consulting
Services (the "Agreement") which was approved pursuant to resolutions adopted by
the Board of Directors of the Company.
In rendering the following opinion, we have examined and relied only upon the
documents, certificates of officers of the Company as are specifically described
below. In our examination, we have assumed the genuineness of all signatures,
the authenticity, accuracy and completeness of the documents submitted to us as
originals, and the conformity with the original documents of all documents
submitted to us as copies. Our examination was limited to the following
documents and no others:
1. Certificate of Incorporation of the Company, as amended to
date;
2. By-Laws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the Agreement, the issuance of the Series B 10%
Cumulative Convertible Preferred Stock which have been
converted into the Shares;
4. The Registration Statement, together with all amendments
thereto, exhibits filed in connection therewith and
incorporated therein by reference and form of prospectus
contained therein including all documents incorporated therein
by reference; and
5. The Agreement dated as of September 8, 1995.
<PAGE> 2
Mr. Joseph Vigliarolo
October 18, 1996
Page 2
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy and
accuracy of such documents and records.
Based upon and subject to the foregoing, it is our opinion that the Shares,
subject to effectiveness of the Registration Statement and compliance with
applicable Blue Sky laws, and subject to the proper execution and delivery of
stock certificates evidencing the Shares, when issued and delivered against
payment therefor in accordance with the terms of the Agreement, and as set forth
in the Registration Statement, will constitute legally issued, fully paid and
nonassessable shares of common stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; to the filing of this opinion in connection with such
filings of applications as may be necessary to register, qualify or establish
eligibility for an exemption from registration or qualification of the Shares
under the Blue Sky laws of any state or other jurisdiction although we express
no opinion as to state securities laws herein; and to the reference to the
undersigned in the Prospectus under the heading "Legal Opinion".
The opinions set forth herein are based upon the federal laws of the United
States of America and the corporate laws of the State of Nevada all as now in
effect. We express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof. No opinions are being given with respect to state "Blue Sky" or
securities laws or compliance with any antifraud provisions of the federal
securities laws.
The information set forth herein is as of the date of this letter. We disclaim
any undertaking to advise you of changes which may be brought to our attention
after the effective date of the Registration Statement.
Very truly yours,
/s/ William J. Hickey
- ---------------------------
William J. Hickey, Esq. for
Hickey, Klein & Schumacher
WJH:mp
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Looks like shares in exchange for consulting services....Probably Mike Cardasha.."Inside Wall Street"..They give these companies shares at a discounted price....These "consulting companies" in turn hype the stock to you telling how it's going to be X's it's present value... They in turn, sell you the shares at a later period.. You see they can not immediately sell these shares, there is a waiting period till the shares are available to trade..That's how a company like Xecom can trade between .50 and 4.00 within six months... |
