Exhibit 5
GOODMAN AND CARR
Barristers & Solicitors
SUITE 2300, 200 KING STREET WEST
TORONTO, ONTARIO M5H 3W5 TELEPHONE (416) 595-2409
FAX (416) 595-0567
June 1, 2000
The Board of Directors of
Altair International Inc.
1725 Sheridan Avenue
Suite 140
Cody, Wyoming
82414
Dear Sirs/Mesdames:
Re: Registration Statement on Form S-3
---------------------------------------
We have acted as Ontario counsel to Altair International Inc., a
corporation incorporated under the laws of the Province of Ontario (the
"Corporation") in connection with the preparation of the Corporation's
Registration Statement on Form S-3, File No. 333-36462, as amended by Amendment
No. 1 to Registration Statement on Form S-3 (the "Registration Statement") filed
under the Securities Act of 1933, as amended (the "Securities Act"), for the
registration of common shares (the "Common Shares") of the Corporation for sale
by the Corporation.
In connection with the opinions hereinafter expressed, we have
conducted or caused to be conducted such searches as we have considered
necessary, advisable or relevant. We have also prepared or examined all such
documents, corporate records of the Corporation, certificates of officers of the
Corporation, and other materials as we considered advisable or relevant. We have
also examined such statutes, corporate and public records and other documents
including certificates or statements of public officials, and considered such
matters of law, as we have deemed necessary as a basis for the opinions
hereinafter expressed.
For the purposes of the opinions set forth below, we have assumed, with
respect to all documents examined by us, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
authentic or original documents of all documents submitted to us as certified,
conformed, telecopied or photostatic copies and the legal capacity at all
relevant times of any natural person signing any such document.
We are solicitors qualified to carry on the practice of law in the
Province of Ontario only. We express no opinion as to any laws, or matters
governed by any laws, other than the laws of the Province of Ontario and the
federal laws of Canada applicable therein as such laws exist on the date hereof.
Based upon and subject to the foregoing, we are of the opinion that:
(a) assuming receipt of the consideration deemed sufficient by the
Board and specified in the governing resolutions and/or agreements, the
1,251,303 Common Shares issued to Anderson LLC ("Anderson") and subject to the
II-8
<PAGE>
Registration Statement, the 166,667 Common Shares issued to Toyota on Western,
Inc. ("Toyota") and subject to the Registration Statement, and the 25,000 Common
Shares issued to de Jong and Associates, Inc. ("De Jong") and subject to the
Registration Statement have been legally issued as fully paid and non-assessable
shares;
(b) assuming such Common Shares are issued in compliance with the terms
and conditions of the governing warrants, including receipt of the exercise
price specified in the governing warrants, the Common Shares issued upon
exercise of the 250,261 warrants to purchase Common Shares granted to Anderson
and subject to the Registration Statement, the 83,333 warrants to purchase
Common Shares granted to Toyota and subject to the Registration Statement, the
75,000 warrants to purchase Common Shares granted to De Jong and subject to the
Registration Statement, and the 75,078 warrants to purchase Common Shares
granted to Ladenburg Thalmann & Co., Inc. will be legally issued as fully paid
and non-assessable shares; and
(c) assuming such Common Shares are issued in compliance with Sections
2.2 - 2.6 of the Common Stock Purchase Agreement dated March 31, 2000, between
the Corporation and Anderson (the "Purchase Agreement"), the Common Shares that
are issued pursuant to Sections 2.2 - 2.6 of the Purchase Agreement will be
legally issued as fully paid and non-assessable shares.
We hereby consent to the reference to our firm under "Legal Matters" in
the Prospectus which constitutes a part of the Registration Statement to the
filing of this opinion as an exhibit to the Registration Statement.
Yours truly,
By: /s/ Goodman and Carr
------------------------
Goodman and Carr
II-9
