EX-5.1 2 0002.txt OPINION OF BUTCHER & WILLIAMS 1 EX-5.1 OPINION OF Butcher & Williams, COUNSEL Exhibit 5.1 May 30, 2000 Securities and Exchange Commission 450 Fifth Street, N. W. Washington, D. C. 20549 Re: Registration Statement on Form S-8 Dear Ladies and Gentlemen: We have reviewed the Articles of Incorporation (as amended) of Aqua Vie Beverage Corporation, a Delaware corporation (the "Company"). Subject to approval of the Board of Directors of the Company of the issuances of the shares pursuant to the various employee or consultant benefit plans which are the subject to this Registration and payment of $.001/per share for each share issued hereunder, and approval by the Board of Directors of the various employee or consultant benefit plans which are the subject to this Registration, and further subject, as to each person receiving shares under such employee benefit or consultant agreement that bona fide services are to be performed thereunder for purposes permitted by Form S-8 under the Securities Act of 1933, and without allowance for whether the Business Judgment of said Directors would or would not be supported in a proceeding to verify or challenge that judgment, it being assumed solely for the purposes hereof that such business judgment would be affirmed, but without opinion as to the possibility as to that or any other possible collateral attack thereon: Based upon the foregoing and in reliance thereon, we advise you that in our opinion the Shares, when issued and delivered in accordance with the provisions of the various employee benefit plans, will be legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Respectfully submitted, /s/ Butcher & Williams, P.S., Counsel