Exhibit 5.1
[Baker & McKenzie Letterhead]
December 28, 2000
SDC International, Inc.
777 S. Flagler, 8th Floor West
W. Palm Beach, FL 33401
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
On the date hereof, SDC International., Inc., a Delaware
corporation (the "Company"), sent for filing with the Securities and
Exchange Commission a Registration Statement on Form S-8 (the
"Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the
offering and sale by the Company of up to 500,000 shares of the
Company's Common Stock, par value $.001 per share (the "Common
Stock"), pursuant to stock options ("Options") granted or to be
granted under the Company's 2000 Non-Qualified Stock Option Plan (the
"Plan"). We have acted as counsel to the Company in connection with
the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the
original or a copy, certified to our satisfaction, of (i) the Amended
and Restated Certificate of Incorporation and Bylaws of the Company;
(ii) records of corporate proceedings of the Company authorizing the
Plan and preparation of the Registration Statement and related
matters; (iii) the Registration Statement and exhibits thereto; and
(iv) such other documents and instruments as we have deemed necessary
for the expression of the opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various
questions of fact material to this opinion, we have relied, to the
extent we deem reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company,
without independently checking or verifying the accuracy of such
documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that
the Company presently has available at least 500,000 shares of
authorized and unissued Common Stock from which the 500,000 shares of
Common Stock proposed to be sold pursuant to the exercise of Options
granted under the Plan may be issued. In addition, assuming that the
Company maintains an adequate number of authorized but unissued shares
of Common Stock available for issuance to those persons who choose to
exercise their Options, and that the consideration for the underlying
shares of Common Stock issued pursuant to the Options is actually
received by the Company as provided in the Plan, we are of the opinion
that the shares of Common Stock issued pursuant to the exercise of
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Options granted under and in accordance with the terms of the Plan
will be duly and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit
that we come within the category of persons whose consent is required
by Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Sincerely,
/s/Baker & McKenzie
BAKER & MCKENZIE
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