LAW OFFICES
GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
THE GARRETT BUILDING
233 EAST REDWOOD STREET
BALTIMORE, MARYLAND 21202-3332
410-576-4000
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Telex 908041
Fax 410-576-4246
410-576-4067
[email protected]
October 24, 2000
Sales Online Direct, Inc.
4 Brussels Street
Worcester, Massachusetts 01610
Re: Sales Online Direct, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Sales Online Direct, Inc. (the
"Company"), a Delaware corporation, in connection with the possible issuance by
the Company of up to 20,392,792 shares of the Company's common stock, par value
$.001 per share (the "Shares") to be issued pursuant to a Registration Statement
on Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").
We have examined copies of (i) the Certificate of Incorporation, as
amended (ii) the Bylaws of the Company, as amended, (iii) the Registration
Statement, and (iv) resolutions adopted by the Board of Directors of the Company
relating to the matters referred to herein (collectively referred to as the
"Documents").
Based upon the foregoing, it is our opinion that the Shares have been
duly and validly authorized and, upon completion of the offering or offerings
described in the Registration Statement and upon payment therefor by the
purchasers thereof, the Shares will be duly and validly issued and fully paid
and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland
and the United States of America and we do not express any opinion herein
concerning any other law. We assume no obligation to supplement this opinion if
any applicable law changes after the date hereof or if we become aware of any
fact that might change the opinion expressed herein after the date hereof. The
opinion may be relied upon exclusively by you and not by any other person
without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our Firm therein. In giving
this opinion, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC
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