<PAGE> 1
EXHIBIT 5.1
Albert A. Woodward
612-335-1945
[email protected]
December 8, 2000
Board of Directors of Stockwalk.com Group, Inc.
5500 Wayzata Boulevard, Suite 800
Minneapolis, MN 55416
Re: Stockwalk.com Group, Inc. 1995 Long-Term Incentive and Stock Option
Plan
Ladies and Gentlemen:
We have represented Stockwalk.com Group, Inc. (the "Company") in
connection with the registration on Form S-8 (the "Registration Statement") of
an additional 1,500,000 shares of the Company's common stock, $.04 par value per
share (the "Shares"), to be issued pursuant to the Company's 1995 Long-Term
Incentive and Stock Option Plan, as amended (the "Plan").
In rendering this opinion, we have reviewed the articles of
incorporation and the bylaws of the Company, as amended, records and proceedings
of the shareholders and Board of Directors of the Company, the Plan, and such
other corporate records, certificates and other documents as we have deemed
necessary as a basis of the opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that, upon issuance of
Shares pursuant to the Plan, in the manner described in the Registration
Statement and the Plan, the Shares covered by the Registration Statement will be
duly and validly issued, fully paid, and nonassessable.
We also consent to the filing of this opinion as an exhibit to the
Registration Statement with respect to the aforementioned Shares under the
Securities Act of 1933. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required.
Very truly yours,
LEONARD, STREET AND DEINARD
PROFESSIONAL ASSOCIATION
By: /s/ Albert A. Woodward
----------------------------------------
Albert A. Woodward
