EXHIBIT 5.1
December 18, 2000
Barpoint.com Inc.
One East Broward Boulevard, Suite 410
Fort Lauderdale, Florida 33301
Re: Registration Statement on Form S-8 for the BarPoint.com, Inc.
Equity Incentive Plan, as amended
Ladies and Gentlemen:
On the date hereof, BarPoint.com, Inc., a Delaware corporation (the
"Company"), sent for filing with the Securities and Exchange Commission (the
"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
3,000,000 shares of the Company's Common Stock, par value $0.001 per share (the
"Common Stock"), pursuant to stock options ("Options") granted under the
Company's Equity Incentive Plan, as amended (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 Certificate of
Incorporation and Amended Bylaws of the Company; (ii) records of corporate
proceedings of the Company authorizing the Plan; (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 deemed reasonably appropriate,
upon representations 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 approximately 82,985,602 shares of authorized
and unissued Common Stock from which the 3,000,000 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 and unissued shares of Common Stock available for issuance
to those persons who 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 Options granted under
and in accordance with the terms of the Plan will be duly and validly issued,
fully paid and nonassessable.
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,
GREENBERG TRAURIG, P.A.
By: /s/ Gary Epstein
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Gary Epstein
