Greenberg Traurig, P.A.
August 4, 2000
BarPoint.com, Inc.
One East Broward Boulevard
Fort Lauderdale, Florida 33301
Gentlemen:
We have acted as counsel to BarPoint.com, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of Amendment No. 1 to the Company's
Registration Statement on Form S-1 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"). Such Registration Statement
relates to 5,301,211 shares (the "Shares") of the Company's common stock, par
value $.001 per share (the "Common Stock"), which may be disposed of from time
to time by the selling stockholders of the Company (the "Selling Stockholders")
named therein. The Shares were acquired by the Selling Stockholders from the
Company in private placement transactions.
In connection with the Registration Statement, we have examined,
considered and relied upon copies of the following documents (collectively, the
"Documents"): (i) the Company's Certificate of Incorporation and Bylaws; (ii)
resolutions of the Company's Board of Directors authorizing the issuance and
sale of the Shares; (iii) the Registration Statement and exhibits thereto; and
(iv) such other documents and instruments that we have deemed necessary for the
expression of the opinions herein contained.
In rendering the opinions set forth below, we have assumed without
investigation the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, and the veracity of the
Documents. As to various questions of fact material to the opinions expressed
below, we have relied, to the extent we deemed reasonably appropriate, upon the
representations or certificates of officers and/or directors of the Company and
upon documents, records and
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BarPoint.com, Inc.
August 4, 2000
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instruments furnished to us by the Company, without independently verifying the
accuracy of such certificates, documents, records or instruments.
Based solely upon and subject to the Documents, and in reliance
thereon, and subject to the comments, assumptions, exceptions, qualifications
and limitations set forth herein, we are of the opinion that the Shares to be
sold by the Selling Stockholders pursuant to the Registration Statement have
been duly and validly authorized and issued and are fully paid and
nonassessable.
Although we have acted as counsel to the Company in connection the
preparation and filing of the Registration Statement, our engagement has been
limited to certain matters about which we have been consulted. Consequently,
there exist matters of a legal nature involving the Company in which we have not
been consulted and have not represented the Company. This opinion letter is
limited to the matters stated herein and no opinions may be implied or inferred
beyond the matters expressly stated herein. The opinions expressed herein are
given as of this date, and we assume no obligation to update or supplement our
opinions to reflect any facts or circumstances that may come to our attention or
any change in law that may occur or become effective at a later date.
We hereby consent to the filing of this opinion as an exhibit to
Amendment No. 1 to the Registration Statement and to the reference to our name
under the caption "Legal Matters" in the prospectus comprising a part of the
Registration Statement. In giving such consent, we do not thereby admit that we
are included within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations promulgated thereunder.
Respectfully submitted,
GREENBERG TRAURIG, P.A.
By: /s/ Fern S. Watts
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Fern S. Watts
