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EXHIBIT 5.1
REPLY TO: MINNEAPOLIS
WRITER'S DIRECT DIAL: (612) 904-7408
E-MAIL: [email protected]
July 25, 2000
Stockwalk.com Group, Inc.
5500 Wayzata Boulevard
Suite 800
Minneapolis, MN 55416
Re: Stockwalk.com Group, Inc.
Gentlemen:
We have acted as counsel to you in connection with the preparation and
filing by you of a Registration Statement on Form S-4 (the "Registration
Statement"), containing a Prospectus (the "Prospectus"), under the Securities
Act of 1933, as amended (the "Act"), with respect to the registration of
2,550,646 shares of common stock, par value $.04 per share (the "Shares"), of
Stockwalk.com Group, Inc ("Stockwalk"), a Minnesota corporation, to be issued
pursuant to the Agreement and Plan of Merger, dated June 5, 2000 among
Stockwalk, Kinnard Investments, Inc. and SW Acquisition, Inc. We have examined
such documents, records and matters of law as we have deemed necessary for
purposes of this opinion and, based thereon, we are of the opinion that the
Shares are duly and validly authorized for issuance and, when issued and
exchanged for the Kinnard common stock pursuant to the Merger, as described in
the Prospectus, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the heading "LEGAL
MATTERS" in the Prospectus. In giving such consent, we do not hereby admit that
we come within the category of persons whose consent is required under Section 7
of the Act or the Rules and Regulations of the Securities and Exchange
Commission promulgated under the Act.
Very truly yours,
MAUN & SIMON, PLC
By: /s/ ALBERT A. WOODWARD
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Albert A. Woodward, a Member
