[DATE]

[NAME]

President

[CORPORATION'S NAME]

[ADDRESS]

Dear [NAME]:

Our opinion has been requested regarding the proposed transfer of [AMOUNT] shares of the common stock of [CORPORATION'S NAME], a [STATE] corporation, owned by [TRANSFEROR'S NAME]. [TRANSFEROR'S NAME] proposes to transfer [NUMBER] of such shares of common stock to [TRANSFEREE'S NAME].

Based upon the facts as presented to us, it is our opinion that such shares of common stock may be transferred by [TRANSFEROR'S NAME] to [TRANSFEREE'S NAME] without registration pursuant to the Securities Act of 1933. Enclosed please find [TRANSFEROR'S NAME]'s shares of common stock, properly endorsed. Please prepare share certificates in the name of [TRANSFEREE'S NAME] for the same number of shares of common stock.

Please contact us if you have any questions.

Very truly yours,

[ATTORNEY'S NAME]