EX-5 2 0002.txt CONSENTS OF EXPERTS AND COUNSEL EXHIBIT 5 CONSENTS OF EXPERTS AND COUNSEL FARBER AND KLEIN 23123 STATE ROAD 7 Suite 350B Boca Raton, FL 33428 Phone: 561-470-9010 Facsimile: 561-470-9078 December 15, 2000 WATCHOUT! INC. Attn: Todd Violette, president 20283 State Rd. 7, Suite 400 Boca Raton, FL 33496 RE: SEC Registration Statement on Form S-8 Dear Sir/Madam: This firm (the "Firm") has been engaged as counsel for WatchOut! Inc., a Utah corporation (the "Company"), in connection with its proposed offering under the Securities Act of 1933, as amended (the "Act"), of 378,000 shares of its common stock which are to be issued under several plans for consulting services by the Company, by a filing of a Registration Statement under Form S-8 to which this opinion is a part, to be filed with the Securities and Exchange Commission (the "Commission"). In connection with rendering the opinion as set forth below, the Firm has reviewed and examined originals or copies of the following: 1. Articles of Incorporation of the Company, and any amendments, as filed with the Secretary of State of Utah; 2. By Laws of the Company 3. Written Consent or Minutes of a Meeting of the Board of Directors on or about December 13, 2000, authorizing the Consultant Agreement Plan (the "Plan") with the consultant and certain other matters; 4 The Company's Registration Statement on Form S-8 and exhibits thereto as filed with the Commission. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all documents submitted to the Firm as originals, the conformity with the original documents of all documents submitted to the Firm as certified or photostatic copies, and the authenticity of the originals of such copies and the truth of all information supplied us. We have further assumed, among other things, that the recipient of the Shares will have completed the required services, and/or provided considerations required acceptable to the Board of Directors and in compliance with Form S-8 and that any Shares to be issued will have been registered in accordance with the Act, absent the application of an exemption from registration, prior to the issuance of such Shares. We have not independently investigated or verified any matter, assumption, or representation. Based upon the foregoing and in reliance thereof, it is our opinion that, subject to the limitations set forth herein, the Shares to be issued will be duly and validly authorized, legally issued, fully paid and non-assessable. This opinion is expressly limited in scope to the Shares enumerated herein which are to be expressly covered by the referenced Registration Statement and does not cover subsequent issuances of shares, pertaining to services to be performed in the future (such transactions are required to be included in either a new registration Statement or a Post Effective Amendment to the Registration Statement including updated opinions). This opinion is limited. We consent to you filing this opinion with the Commission as an exhibit to the Registration Statement on Form S-8. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based upon our assumptions as to application of the law and facts as of the date hereof. We assume no duty to communicate with you with respect to any matters, which may come to our attention hereafter. Sincerely yours, /S/ ANDREW FARBER ------------------------------------ ANDREW FARBER LETTER OF CONSENT RE: AUDITED FINANCIAL INFORMATION We hereby consent to the incorporation by reference of our report as of December 31, 1999 relating to the audited financial statements of WatchOut! Inc. that are included in the Form 10-KSB for the year ended December 31, 1999, in the December 17, 2000 dated filing on Form S-8. By /s/ Michael Johnson & Company, LLC ---------------------------------------- Michael Johnson, CPA 9175 East Kenyon Avenue, Suite 100 Denver, CO 80237 Telephone: (303)796-0099 Facsimile: (303) 796-0137