EX-5.0 7 a2088951zex-5_0.txt EXHIBIT 5.0 Exhibit 5.0 LAW OFFICES THOMAS PROUSALIS, P.L.L.C. SUITE 200 1919 PENNSYLVANIA AVENUE. N. W. WASHINGTON, D. C. 20006 (202) 296-9400 FEDERAL PRACTICE FACSIMILE (202) 296-9403 September 11, 2002 Board of Directors The American Corporation 6135 Park South Drive Suite 510 Charlotte, North Carolina 28210 Re: The American Corporation SB-2 Registration Statement, and related Prospectus Gentlemen: As counsel to The American Corporation ("Registrant"), a Delaware corporation, in connection with the above-referenced SB-2 Registration Statement, and related Prospectus ("Registration Statement"), related to the registration of 200,000 units, comprising 1,000,000 shares of common stock and 1,000,000 redeemable warrants, I have examined the certificate of incorporation and by-laws of the Registrant, and such other materials as I have deemed relevant and material. Based on the foregoing, and certain representations of the officers, directors and representatives of the Registrant, it is the opinion of this firm that: The Registrant has been duly organized and is validly existing and in good standing in the State of Delaware, the jurisdiction of its incorporation. The aforementioned securities to be registered pursuant to the Registration Statement have been duly and validly authorized by the requisite corporate action in accordance with the general requirements of corporation law. When, as and if the aforementioned securities are delivered against payment in accordance with the Registration Statement, such securities will be validly authorized and issued, fully paid and nonassessable in accordance with the general requirements of corporation law. I hereby consent to the use of the opinion of this firm as Exhibit 5.0 to the Registration Statement and further consent to the reference to its name in such Registration Statement, as amended. Very truly yours, THOMAS PROUSALIS, P.L.L.C. By: /s/ THOMAS T. PROUSALIS, JR. ----------------------------- Thomas T. Prousalis, Jr. TTP:mc cc: Spicer, Jeffries & Co. Securities and Exchange Commission