Exhibit 5 and Exhibit 23(iii)
RICHARD D. SURBER*
ATTORNEY- AT- LAW
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Telephone - (801) 575-8073 Ext. 106
Facsimile - (801) 575-8092
*Admitted to the State Bar of California
December 12, 2000
Board of Directors
InvestNet, Inc.
938 Howe Street, Suite 713
Vancouver, B.C., Canada V6Z 1N9
Re: Form SB-2 Registration Statement
Gentlemen:
I have acted as a special counsel for InvestNet, Inc., a Nevada corporation (the
"Company"), in connection with the preparation and filing of a registration
statement on Form SB-2 (the "Registration Statement") with the Securities and
Exchange Commission ("the Commission"). This opinion relates to the issuance,
under Nevada law, of 10,000,000 shares of the Company's common stock, par value
$.001 per share ("Shares"), regarding which the Company has authorized the
filing of the Registration Statement. In connection with filing the Registration
Statement, you have requested my opinion regarding the legality of the
aforementioned Shares, and whether they will, when sold, be legally issued,
fully paid and non- assessable under Nevada law.
In preparing this Opinion, I have examined the following:
o The Company's Articles of Incorporation and Bylaws;
o The Registration Statement herein referenced;
o The Unanimous Consent and Resolution, dated July 10, 2000, by the
Company's Board of Directors, authorizing registration of the Shares
pursuant to the Registration Statement;
o Such other documents as I have deemed necessary for the purposes of
this Opinion.
Additionally, I have made such investigations as I have considered necessary and
appropriate to form a basis for this Opinion. I expressly exempt from this
Opinion any representations as to the completeness, adequacy, accuracy or any
other aspect of the financial statements in the Registration Statement.
The documentation and representations provided to me by the Company and its duly
authorized representatives indicate that the Company is validly organized under
the laws of the State of Nevada; the Company's Board of Directors has authorized
the filing of the Registration Statement; and that the number of shares to be
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included in the Registration Statement are available for issuance based upon
corporate documentation and on the number of shares actually issued and
outstanding. Based on the foregoing, I am of the opinion that the Shares herein
referenced have been:
o Duly and validly authorized, in that as of the date of this opinion
the number of shares to be issued is not greater than the number of
shares authorized by the certificate of incorporation and that the
shares are of a type that are permitted under the laws of the State of
Nevada;
o Legally issued, in that as of the date of this opinion the Company's
Board of Directors has duly authorized the issuance of the shares, and
no agreement prevents InvestNet from issuing the shares, and the form
of stock certificate is proper; and
o Fully paid and non-assessable, in that prior to issuing the shares,
InvestNet will receive the consideration necessary, which is
permissible consideration for the shares offered, and once the
purchase price has been paid, the purchaser of shares will not be
liable for any further assessment or call on the shares merely because
he/she owns the shares.
This opinion is based on and subject to the qualifications and limitations
specified below:
o In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued
thereunder will be legally issued, fully paid and nonassessable, I
assumed that: (1) the Company's Board of Directors has exercised good
faith in establishing the value paid for the Shares; (2) all issuances
and cancellations of the capital stock of the Company will be fully
and accurately reflected in the Company's stock records as provided by
the Company's transfer agent; and (3) the consideration, as determined
by the Company's Board of Directors, to be received in exchange for
each issuance of common stock of the Company has been, or will be,
paid in full and actually received by the Company before the shares
are issued.
o I have made no independent verification of the facts asserted to be
true and accurate by the authorized representatives of the Company. I
have assumed that no person or entity has engaged in fraud or
misrepresentation regarding the inducement relating to, or the
execution or delivery of, the documents reviewed.
o In rendering this opinion I have assumed that all signature are
genuine, that all documents submitted to me as copies conform
substantially to the originals, and that all documents have been duly
executed on or as of the date represented on the documents.
o I have assumed that the Company is satisfying the substantive
requirements of Form SB-2, and I expressly disclaim any opinion
regarding the Company's compliance with such requirements, whether
they are of federal or state origin, or any opinion as to the
subsequent tradeability of any Shares issued pursuant to the
Registration Statement.
o This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as of the signature date with
respect to the same. I assume no responsibility to advise you of any
subsequent changes or developments which might affect any aspect of
this opinion.
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Further, this opinion is conditioned upon the Company complying with the
pertinent provisions of the Securities Act of 1933 and such "blue sky" and
securities laws as may be applicable, including but not limited to the Company's
agreement to not issue any certificate for any shares, nor accept or solicit any
offer for sale of the securities being registered in this Registration
Statement, until such time as the Registration Statement becomes effective.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of my name therein as special counsel.
Sincerely,
/s/ Richard D. Surber
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Richard D. Surber
Attorney at Law
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