|Sep 14, 2010 Attorney Letter with Respect to Current Information:|
Law Offices of
KIMBERLY L. GRAUS, P.A.
4949 State Road 64 East, PMB # 141
Bradenton, Florida 34208
(941) 747-5290 phone
(866) 640-6858 facsimile
Pink OTC Markets, Inc.
304 Hudson Street, 2nd Floor
New York, NY 10013
Re: Legal Opinion, Adequate Current Information, Continuing Disclosure Requirements,
CARIBBEAN CASINO & GAMING CORPORATION, Quarter ending June 30, 2010. This office has been engaged by CARIBBEAN CASINO & GAMING CORPORATION, a Florida corporation, (the "Issuer") as its securities counsel and particularly for purposes of this opinion.
This opinion may be posted on the OTC Disclosure and News Service for viewing by the general
public and Pink OTe Markets may rely on said opinion in determining whether the Issuer has made
adequate current information publicly available within the meaning of Rule 144(c) (2) of the
Securities Act of 1933. Additionally, the Issuer's posted information includes all the information
that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the
Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 and complies as to form
with the Pink Sheets Guidelines for Providing Adequate Current Information.
Counsel is licensed in the States of Florida and Virginia and is a resident of the State of Florida.
Counsel is permitted to practice before the Securities and Exchange Commission and has not been
prohibited from practice thereunder.
For purposes of this opinion counsel has reviewed the:
1. Issuer's Quarterly Disclosure Statement for the period ending June 30, 2010 and posted
September 14,2010; and
2. Issuer's Quarterly Financial Statements for the period ending June 30, 2010 and posted August
4. All prior disclosures posted by the Issuer with OTC Disclosure and News Service; and
4. Such other corporate records as were necessary and provided by management for purposes of
The opinion and conclusions herein are based upon documentation and facts made available by the
Issuer and is based on the accuracy of those documents and facts. All such information is believed
to be true. In the event that the facts and information in all such documents are determined not to be
true, this opinion shall be null and void. Counsel has personally met with the Board of Directors
and has discussed with a majority of the Board of Directors and management of the Issuer the
Information provided and has received representations from the Issuer, its management and
September 14, 20 10
directors as to the accuracy of the information provided for review. This opinion is further based
upon those representations.
The corporate offices of the Issuer are located at PO Box 20487, Bradenton, Fl. 34204. The primary
business is the operation of a casino and hotel in the Dominican Republic.
As of June 30, 2010, the authorized capital of the Issuer was 500,000,000 shares of Common stock
$.0001 par value; and 25,000,000 Preferred shares $.0001 par value. As of June 30, 2010, based on
the Transfer Agents' Complete Stockholders List of even date, there were 121,051,281 shares of
Common stock issued and outstanding. Pursuant to the Company's Representations, as of June 30,
2010, there were (a) 455,333 shares of Preferred A Stock outstanding, consisting of two series,
Series A had 5,333 shares outstanding and Series A-I had 450,000 shares outstanding and (b)
40,005 shares of Preferred B Stock outstanding, consisting of two series, Series B with 5 shares
outstanding and Series B-1 with 40,000 shares outstanding.
The Fiscal year end for the Issuer is December 31. Financial Statements of the Issuer are prepared
by Jerold Swartz, an independent accountant, and are not audited. These statements are then
reviewed by management prior to filing. The primary officer reviewing and approving the
Company's financial statements is Mr. Steven Swank. Mr. Swank is the President and CEO of the
Company. Mr. Swank has more than 40 years experience in entrepreneurial ventures ranging from
real estate development to restaurant and nightclub ownership, and has been conducting business
operations in the Dominican Republic since 2003.
There are no known threatened legal proceeding against the Issuer and there are no known defaults
on senior securities other than those disclosed in the posted Issuers Disclosure Statement.
The Transfer Agent for the Issuer is Transfer Online, Inc. 317 SW Alder Street, 2nd floor, Portland,
OR 97204. Phone: (503) 227-2950 and Fax (503) 227-6874. The agency is registered with the SEC.
In rendering the conclusion expressed below, I advise you that I am a member of the Bar of the
States of Florida and Virginia, and express no opinion herein concerning the applicability or effect
of any laws of any other jurisdiction, except the securities laws of the United States of America
referred to herein.
This opinion letter has been prepared and is to be construed in accordance with the Report on
Standards for Florida Opinions dated April 8, 2001, as amended and supplemented, issued by the
Business Law Section of The Florida Bar (the "Report"). The Report is incorporated by reference
into this opinion letter.
Further to a review of the books and records of the Issuer and discussions with management,
counsel is of the opinion that (i) the information provided by the Issuer and posted on the Pink
Sheets web site constitutes "adequate public information" concerning the Securities of the Issuer
and is "available" within the meaning of Rule 144(c) (2) of the Securities Act of 1933; and (ii) to
the best of counsel's knowledge, neither the Issuer nor any 5% holder of stock of the company is
currently under investigation by any federal or state regulatory authority tor any violation of federal
or state securities laws.
This opinion may be posted on the Pink Sheets news service for viewing by the general public and
Pink Sheets may rely on said opinion in determining whether the Issuer has made adequate current
infonnatian publicly available within the meaning of Rule 144(c) (2) of the Securities Act of 1933.
This opinion letter is not to be relied on by any other party or for any other purposes.
Additionally, the information posted by the Issuer includes all the information that a broker-dealer
would be required to obtain from the Issuer to publish a quotation for the Securities under Rule
15c2-11 under the Securities Exchange Act of 1934 and complies as to form with the Pink Sheets
Guidelines for Providing Adequate Current Information.
Counsel looks forward to making further disclosures to Pink Sheets News Services as required or as
requested by Pink Sheets or the Issuer. If you have any questions, please call me at 941.747.5290.
Kimberly L. Graus, P.A.
Kimberly L. Graus