EX-5 3 ex501att.txt ATTORNEY'S CONSENT AND OPINION 1 EXHIBIT 5.01 & 23.01 Victor D. Schwarz 4764 South 900 East, Suite 3(A) Holliday, UT 84117 August 20, 2003 Board of Directors OCIS Corp. 3942 South 210 West Salt Lake City, Utah 84107 Re: OCIS Corp. Registration Statement on Form SB-2 Gentlemen: We have been retained by OCIS Corp. (the "Company") in connection with the registration statement (the "Registration Statement") on Form SB-2, and any amendments thereto, to be filed by the Company with the Securities and Exchange Commission relating to the securities of the Company. You have requested that we render our opinion as to whether or not the securities proposed to be sold on the terms set forth in the Registration Statement will be validly issued, fully paid, and nonassessable. In connection with this request, we have examined the following: 1. Articles of Incorporation of the Company; 2. Bylaws of the Company; 3. Unanimous consent resolutions of the Company's board of directors; 4. The Registration Statement. We have examined such other corporate records and documents and have made such other examinations as we have deemed relevant. Based on the above examination, we are of the opinion that the securities of the Company to be sold pursuant to the Registration Statement, when sold and issued, will be validly authorized and issued, fully paid, and nonassessable under corporate laws, including all statutory provisions, of the state of Nevada, all applicable provisions of the Nevada Constitution and reported judicial decision interpreting those laws. This opinion is limited in scope to the shares being sold pursuant to the Registration Statement and does not cover subsequent issuance of shares to be made in the future. Further, we consent to our name, Victor D. Schwarz, LLC, being included in the Registration Statement and in post effective amendment no. 1 to such Registration Statement, as having rendered the foregoing opinion and as having represented the Company in connection with the Registration Statement. We further consent to this opinion being included as an exhibit to the registration statement and its subsequent amendments. Sincerely, Victor D. Schwarz, LLC /S/Victor D. Schwarz, Esq.