-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FRGDhglSltyprmV2yrIAUB+Z9f+/IywukkAv5rj8sRBe66yq5ul4eitk0u8zpit7 +vHmfNkSqKC0VmynxdLezw== 0001144204-03-005708.txt : 20030919 0001144204-03-005708.hdr.sgml : 20030919 20030918184055 ACCESSION NUMBER: 0001144204-03-005708 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030919 EFFECTIVENESS DATE: 20030919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS FINANCIAL CORP CENTRAL INDEX KEY: 0000100320 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 231666392 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-108927 FILM NUMBER: 03901773 BUSINESS ADDRESS: STREET 1: 1513 CEDAR CLIFF DRIVE STREET 2: P O BOX 26 CITY: CAMP HILL STATE: PA ZIP: 17011-0026 BUSINESS PHONE: 7177306306 MAIL ADDRESS: STREET 1: 1513 CEDAR CLIFF DRIVE STREET 2: PO BOX 26 CITY: CAMP HILL STATE: PA ZIP: 17011-0026 FORMER COMPANY: FORMER CONFORMED NAME: TWENTIETH CENTURY CORP DATE OF NAME CHANGE: 19800620 S-8 1 forms8.txt As filed with the Securities and Exchange Commission on September 18, 2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONSUMERS FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-1666392 ------------ ---------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1525 Cedar Cliff Drive Camp Hill, PA 17011 (Address of principal executive offices) (Zip code) CONSULTING AGREEMENT DATED AS OF SEPTEMBER 12, 2003 BETWEEN THE REGISTRANT AND PINCHAS GOLD (full title of the plan) Mr. Donald J. Hommel, President and CEO Consumers Financial Corporation 132 Spruce Street Cedarhurst, New York 11516 (Name and address of agent for service) (516) 792-0900 (Telephone number, including area code, of agent for service) Copy to: David Lubin, Esq. Ehrenreich Eilenberg & Krause LLP 11 East 44th Street, 17th Floor New York, New York 10017 (212) 986-9700
CALCULATION OF REGISTRATION FEE - --------------------------- ------------------- ---------------------------- --------------------------- ------------------------- Title of securities to be Amount to be Proposed maximum offering Proposed maximum Amount of registration registered registered(1) price per unit (2) aggregate offering price fee - --------------------------- ------------------- ---------------------------- --------------------------- ------------------------- Common Stock, $.01 stated 92,000(3) $0.25 $23,000 $1.86 value per share - --------------------------- ------------------- ---------------------------- --------------------------- ------------------------- - --------------------------- ------------------- ---------------------------- --------------------------- ------------------------- Total 92,000 $23,000 $1.86 - --------------------------- ------------------- ---------------------------- --------------------------- -------------------------
(1) Pursuant to Rule 416, this Registration Statement also covers such indeterminable number of additional shares as may become issuable pursuant to terms designed to prevent dilution resulting from stock splits, stock dividends or similar events. (2) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) and (h) based on the average of the closing bid and ask prices as of September 14, 2003, a date which is within five business days prior to the filing of this registration statement. (3) Represents shares of common stock issued to a consultant pursuant to the Consulting Agreement between the Registrant and Pinchas Gold. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS EXPLANATORY NOTE As permitted by the rules of the Securities and Exchange Commission, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participant in the plans covered by this Registration Statement as required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended. Such documents are not being filed with the Securities and Exchange Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of such Act. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. The following documents or portions thereof, as filed with the Securities and Exchange Commission by Consumers Financial Corporation, a Pennsylvania corporation (the "Registrant"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this registration statement: (1) our Annual Report on Form 10-K for the year ended December 31, 2002; (2) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003; (3) our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003; (4) our Current Report on Form 8-K filed on April 30, 2003; (5) our definitive Schedule 14C filed on June 25, 2003; and (6) the description of our Common Stock, stated value $.01 per share, contained in the section entitled "Description of Securities" of the Registrant's Registration Statement; and (7) all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the annual report referred to in (1) above. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of filing such documents. Any statement contained herein or in a document or report incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable Item 6. Indemnification of Directors and Officers. 3 Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contain provisions for mandatory and discretionary indemnification of a corporation's directors, officers and other personnel, and related matters. Section 1741 provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 1742 provides that a corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the corporation. Indemnification shall not be made under Section 1742 in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which the action was brought determines upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court of common pleas or other court deems proper. Section 1743 provides that to the extent that a representative of a corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 1741 or 1742 or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him or her in connection therewith. Section 1744 provides that, unless ordered by a court, any indemnification under Section 1741 or 1742 shall be made by the corporation only as authorized in the specific case upon a determination that the representative met the applicable standard of conduct, and the determination will be made by (i) the board of directors by a majority vote of a quorum of directors who were not parties to the action or proceeding; (ii) if a quorum is not obtainable, or if obtainable and a majority of disinterested directors so directs, by independent legal counsel; or (iii) by the shareholders. Section 1745 provides that expenses incurred by a representative in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the person to repay the amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Section 1746 provides generally that, except in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, the 4 indemnification and advancement of expenses provided by Subchapter 17D of the BCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office. Section 1747 also grants a corporation the power to purchase and maintain insurance on behalf of any representative against any liability incurred by him or her in his or her capacity as a representative, whether or not the corporation would have the power to indemnify him against the liability under Subchapter 17D of the BCL. Sections 1748 and 1749 extend the indemnification and advancement of expenses provisions contained in Subchapter 17D of the BCL to successor corporations in fundamental changes and to representatives serving as fiduciaries of employee benefit plans. Section 1750 provides that the indemnification and advancement of expense provided by, or granted pursuant to, Subchapter 17D of the BCL shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the corporation and shall inure to the benefit of the heirs and personal representative of that person. Item 7. Exemption From Registration Claimed. Not Applicable. Item 8. Exhibits. The following is a complete list of exhibits filed as a part of this registration statement: EXHIBIT NO. DOCUMENT ----------- -------- 4.1 Provisions of the Articles of Incorporation of Consumers Financial Corporation that define the rights of security holders of Consumers Financial Corporation.* 4.2 Provisions of the By-Laws of Consumers Financial Corporation that define the rights of security holders of Consumers Financial Corporation.* 4.6 Consulting Agreement dated as of September 12, 2003 by and between Consumers Financial Corporation and Pinchas Gold. 5.1 Opinion of Ehrenreich Eilenberg & Krause, LLP. 23.1 Consent of Ehrenreich Eilenberg & Krause, LLP. (Included in Exhibit 5.1). 23.2 Consent of Stambaugh Ness, PC. 24.1 Power of Attorney (included on the signature page of this Registration Statement). * Previously Filed 5 Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cedarhurst, State of New York, on September 18, 2003. CONSUMERS FINANCIAL CORPORATION By: /S/ DONALD J. HOMMEL ---------------------- Donald J. Hommel Chief Executive Officer and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Donald J. Hommel his true and lawful attorney-in-fact and agent with full power of substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might and could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /S/ DONALD J. HOMMEL President, Chief Executive Officer, Chief Financial Officer - ---------------------- Donald J. Hommel and Director (Principal Financial Officer and Principal September 18, 2003 Controller) /S/ JACK EHRENHAUS Chairman and Director (Principal Executive Officer) - ------------------- Jack Ehrenhaus September 18, 2003 /S/SHALOM S. MAIDENBAUM Director - --------------------- Shalom S. Maidenbaum September 18, 2003 WILLIAM T. KONCZYNIN Director - --------------------- William T. Konczynin, M.D. September 18, 2003
7 EX-4.6 3 ex-4_6.txt EXHIBIT 4.6 CONSULTANT AGREEMENT Consultant Agreement, made as of September 12, 2003 between Consumers Financial Corp. having its principal place of business at 132 Spruce Street, Cedarhurst, NY 11516 (the "Corporation"), and Pinchas Gold, a private consultant, whose principal place of business is located at 174 Broadway, Suite 313, Brooklyn, New York 11211. Whereas, the Corporation wishes to assure itself of the services of the Consultant for the period provided in this Agreement, and the Consultant is willing to provide his services to the Corporation for said period under the terms and conditions hereinafter provided. Now, therefore, in consideration of the premises and of the mutual promises and covenants herein contained, the parties hereto agree as follows: Article I Engagement The Corporation hereby engages the Consultant, and the Consultant agrees to and does hereby accept engagement by the Corporation, for the period commencing on the date hereof and ending on December 31, 2003. The period during which Consultant shall serve shall be deemed the "Engagement Period" and shall hereinafter be referred to as such. Article II Services Section 2.1 The Consultant shall render to the Corporation the services described below, with respect to which the Consultant shall apply his best efforts and devote such time as shall be reasonably necessary to perform his duties hereunder and advance the interests of the Corporation. The Consultant shall report directly to the Chief Executive Officer of the Corporation. Section 2.2 The services to be rendered by the Consultant to the Corporation shall consist of (a) developing an in-depth familiarization with the Corporation's business objectives and bring to its attention potential or actual opportunities which meet those objectives or logical extensions thereof; (b) advising the Corporation with respect to its corporate development including such factors as position in competitive environment, financial performances vs. competition, strategies, operational viability, etc.; (c) identifying prospective suitable acquisitions for the Corporation, perform appropriate diligence investigations with respect thereto, advising the Corporation with respect to the desirability of pursuing such prospects, and assisting the Corporation in any negotiations which may ensue therefrom; and (d) such other matters as agreed to between the Corporation and Consultant. Section 2.3 The services to be rendered by the Consultant to the Corporation shall under no circumstances include (a) any activities which could be deemed by the Securities and Exchange Commission ("SEC") to constitute investment banking or any other activities requiring the Consultant to register as a broker-dealer under the Securities Exchange Act of 1934; (b) any activities which could be deemed by the SEC to be in connection with the offer or sale of securities; or (c) any activities which directly or indirectly promote or maintain a market for the Corporation's securities. Article III Compensation For the services and duties to be rendered and performed by the Consultant during the Engagement Period and in consideration of the Consultant having entered into this agreement, the Corporation agrees to issue to the Consultant an aggregate of 92,000 shares of common stock of the Corporation. Such shares are to be qualified by the Corporation under an S-8 registration statement as soon as practical. The Consultant shall bear his out-of-pocket costs and expenses incident to performing the services to the Corporation hereunder, without any right of reimbursement from the Corporation unless such expenses are pre-approved in writing. Article IV Trade Secrets; Confidential Information Consultant agrees that any trade secrets, material non-public information or any other like information of value relating to the business of the Corporation or any of its affiliates, including but not limited to, information relating to pricing, potential transactions, processes, systems, methods, formulae, patents, patent application, research activities and plans, contracts, names of potential sellers and brokers, which he has acquired during the Engagement Period or which he may hereafter acquire as the result of any disclosures to him, or in any other way, shall be regarded as held by the Consultant in a fiduciary capacity solely for the benefit of the Corporation, its successors or assigns, and shall not at any time, either during the term of this Agreement or thereafter, be disclosed, divulged, furnished, or made accessible by the Consultant to anyone, or be otherwise used by him except in the course of the business of the Corporation or its affiliates. The covenants set forth herein shall survive the expiration of the Engagement Period and termination of this Agreement and shall remain in full force and effect regardless of the cause of such termination. Article V Assignment This Agreement may be assigned by the Corporation to an affiliate, provided that any such affiliate shall expressly assume all obligations of the Corporation under this Agreement. Consultant agrees that if this Agreement is so assigned, all the terms and conditions of this Agreement shall be between assignee and himself with the same force and effect as if said Agreement had been made with such assignee in the first instance. This Agreement shall not be assigned by the Consultant without the express written consent of the Corporation. Article VI Miscellaneous Section 6.1 Consultant is and shall at all times be an independent contractor with respect to the services that it is rendering to the Corporation pursuant to this Agreement and shall at no times be an affiliate, employee, agent, partner or representative of Corporation and Consultant shall not take any action nor in any way hold itself out as such. At no time shall Consultant have any authority or power to bind the Corporation or to act on behalf of the Corporation in any manner, including without limitation, making any direct or indirect representation or covenant by the Corporation to any third party. Section 6.2 This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law principles thereof. Section 6.3 Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision is unenforceable or invalid under such law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remainder of such provision and the balance of this Agreement shall in such event continue to be binding and in full force and effect. Section 6.4 This Agreement may be terminated by either party upon 3-days' prior written notice. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written: Consumers Financial Corporation By: /S/ JACK EHRENHAUS ----------------------------- Name: Jack Ehrenhaus /S/ PINCHAS GOLD ---------------- Pinchas Gold EX-23.2 4 ex-23_1.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement of our report dated April 11, 2003 included in and incorporated by reference in Consumers Financial Corporation's Annual Report on Form 10-K, for the year ended December 31, 2002, and to all references to our firm included in or made a part of this Registration Statement. STAMBAUGH NESS, PC /s/ Stambaugh Ness, PC York, Pennsylvania September 17, 2003 EX-5.1 5 ex-5_1.txt EXHIBIT 5.1 EHRENREICH EILENBERG & KRAUSE 11 East 44th Street New York, New York 10017 (212) 986-9700 September 18, 2003 Consumers Financial Corporation 132 Spruce Street Cedarhurst, New York 11516 Re: Registration Statement on Form S-8 Relating to 92,000 shares of Common Stock issued to a Consultant Gentlemen: We are special counsel to Consumers Financial Corporation, a Pennsylvania corporation (the "COMPANY"), in connection with the filing by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT"), of a registration statement on Form S-8 (the "REGISTRATION STATEMENT") relating to 92,000 shares of Common Stock issued to a consultant pursuant to the terms and provisions of a certain Consulting Agreement dated as of September 12, 2003, by and between the Company and Pinchas Gold (the "CONSULTANT SHARES"). We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, resolutions of the Board of Directors of the Company relating to the proposed registration and issuance of the Consultant Shares and such other corporate documents and records and other certificates, and we have made such investigations of law, as we have deemed necessary or appropriate in order to render the opinion hereinafter set forth. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the accuracy and completeness of all public records reviewed. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing, we are of the opinion that the Consultant Shares have been validly authorized, and when issued and paid for in the manner contemplated in the Consulting Agreements, will be legally issued, fully paid and non-assessable, provided, however, that the payment therefor is in any event not less than the par value of the Consultant Shares so issued. Members of our firm are admitted to the bar of the State of New York. We express no opinion as to the laws of any other jurisdiction other than the laws of the State of New York. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Registration Statement. Very truly yours, /s/ Ehrenreich Eilenberg & Krause, LLP Ehrenreich Eilenberg & Krause, LLP -----END PRIVACY-ENHANCED MESSAGE-----