EX-5 2 file2.htm EXHIBIT 5


                                                                       Exhibit 5

                              Hartman & Craven LLP
                               488 Madison Avenue
                               New York, NY 10022


                                                                  August 4, 2006

American Claims Evaluation, Inc.
One Jericho Plaza
Jericho, New York 11753


                     Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

              American Claims Evaluation, Inc., a New York corporation (the
"Company"), is registering for sale under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to a registration statement on Form S-8 (the
"Registration Statement"), up to 1,750,000 shares (the "Shares") of Common Stock
of the Company, par value $0.01 per share ("Common Stock"). The Shares have been
reserved for issuance upon exercise of stock options and awards that have been
granted under the Company's (i) 2000 Stock Incentive Plan and (ii) 2005 Stock
Incentive Plan (collectively, the "Plans").

              Hartman & Craven LLP act as Counsel to the Company. In such
capacity, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of (a) the Registration Statement to be filed
with the Securities and Exchange Commission (the "Commission") on the date
hereof, (b) the Plans, (c) a specimen certificate evidencing the Common Stock,
(d) the Restated Certificate of Incorporation of the Company, as presently in
effect, (e) the By-Laws of the Company, as presently in effect, (f) certain
resolutions of the Board of Directors of the Company relating to, among other
things, the Plans (collectively, the "Board Resolutions"), (g) the Company's
periodic Commission filings for all relevant periods and (h) such other
documents as we have deemed necessary or appropriate as a basis for the opinions
set forth below.

              In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In examining documents
executed or to be executed by parties other than the Company, we have assumed
that such parties had the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof on such parties.
As to any facts material to the opinions expressed herein which we did not
independently establish or verify, we have relied upon certificates, statements
or representations of officers and other representatives of the Company, public
officials and others. In rendering the opinion set forth below, we have assumed
that (i) the certificates representing the Shares under the Plans will be
manually signed by one of the authorized officers of the transfer agent and
registrar for the Common Stock and registered by such transfer agent and
registrar and will conform to the specimen thereof examined by us and (ii) prior
to the issuance of any Shares under the Plans, the Company and the relevant
optionee will have duly entered into stock option or similar agreements
("Agreements") in accordance with the Board Resolutions and the Plans, as the
case may be.



              Based upon and subject to the foregoing, we are of the opinion
that the Shares under the Plans have been duly and validly authorized for
issuance and, when delivered and paid for in accordance with the terms of the
Agreements, will be validly issued, fully paid and nonassessable.

              We hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules or regulations of the
Commission thereunder.


                                            Very truly yours,

                                            Hartman & Craven LLP

                                            By: /s/ Joel I. Frank
                                               ---------------------
                                               Joel I. Frank,
                                               a partner of the firm