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Exhibit 5.1
PIPER MARBURY RUDNICK & WOLFE LLP
1251 Avenue of the Americas
New York, New York 10020-1104
www.piperrudnick.com
PHONE (212) 835-6000
FAX (212) 835-6001
June 1, 2000
5B Technologies Corporation
One Jericho Plaza
Jericho, New York 11753
Re: 5B Technologies Corporation Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to 5B Technologies Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of
a Registration Statement on Form S-3 of the Company (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") on June 1, 2000, pursuant to the Securities Act of 1933, as
amended. The Registration Statement relates to the sale of an aggregate of
1,075,913 shares of the Company's Common Stock, $0.04 par value (the "Common
Stock"), issuable upon the exercise of certain warrants (the "Warrant
Shares") and the conversion of certain shares of Series A 6% Convertible
Preferred Stock, par value $0.01 per share (the "Preferred Shares").
In connection therewith, we have examined the Registration Statement,
the Certificate of Incorporation and Bylaws of the Company, the warrant
agreement relating to the Warrant Shares, the Certificate of Designations
relating to the Warrant Shares, the records of corporate proceedings of the
Company and such other statutes, certificates, instruments and documents
relating to the Company and matters of law as we have deemed necessary to the
issuance of this opinion. In such examination, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), and all public records reviewed are accurate and
complete. As to factual matters, we have relied upon statements or
representations of officers and other representatives of the Company, public
officials or others and have not independently verified the matters stated
therein.
Based upon the foregoing, we are of the opinion that (a) the Preferred
Shares are duly authorized, and upon the issuance of the Preferred Shares in
compliance with the Certificate of Designations of the Series A 6% Convertible
Preferred Stock of the Company, will be validly issued, fully paid and
non-assessable shares of
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5B Technologies Corporation
June 1, 2000
Page 2
Common Stock, and (b) the Warrant Shares are duly authorized, and upon the
issuance of and the payment for the Warrant Shares as provided for in the
warrant agreement relating to the Warrant Shares, the Warrant Shares will be
validly issued, fully paid and non-assessable.
We call your attention to the fact that the members of this Firm who
worked on the transactions contemplated herein are not licensed to practice law
in any jurisdiction other than the State of New York. To the extent the laws of
Delaware are or may be applicable in rendering the foregoing opinion, our
opinion is based solely upon a review of the General Corporation Law of the
State of Delaware. Accordingly, except as provided in the preceding sentence, we
express no opinion with respect to the laws of any jurisdiction other than the
State of New York and the federal laws of the United States typically applicable
to transactions of the type contemplated by the Registration Statement. Without
limiting the generality of the foregoing, we also express no opinion concerning
compliance with the laws or regulations of any other jurisdiction or
jurisdictions. We assume no obligation to supplement this opinion if any
applicable laws change after the date hereof or if we become aware of any facts
that might change the opinions expressed herein after the date hereof.
The opinion expressed in this letter is solely for the use of the
Company in connection with the Registration Statement. This opinion may not be
relied on by any other person or in any other connection without our prior
written approval. The opinion expressed in this letter is limited to the matters
set forth herein, and no other opinion should be inferred beyond the matters
expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Registration Statement. In giving the foregoing 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 and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ PIPER MARBURY RUDNICK & WOLFE LLP
PIPER MARBURY RUDNICK & WOLFE LLP
