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EXHIBIT 5.1
June 21, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: RNETHEALTH.COM, INC. REGISTRATION ON STATEMENT ON FORM SB-2 FILE NO.______
Gentlemen:
We have acted as counsel to The Recovery Network, Inc., a Colorado corporation
(the "Company") in connection with the registration by the Company under the
Securities Act of 1933 (the "Act") pursuant to the Company's Registration
Statement on Form SB-2 (File No.______) and Prospectus contained therein, to be
filed with the Securities and Exchange Commission (the "Commission") on or about
the date of this letter (the "Registration Statement") of up to 4,800,000 shares
of the Company's common stock, par value $.01 ("Shares"). In connection with
this opinion, we have examined originals or copies, certified or otherwise, to
our satisfaction, of the Certificate of Incorporation of the Company, as amended
to date, by-laws as Directors and such other documents, instruments and records;
and have made such other investigations, as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
We have assumed the legal capacity of all natural persons, the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
latter documents. In making our examinations of documents executed by parties
other than the Company, we have assumed that such parties had the power,
corporate or otherwise, to enter into and perform their respective obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or otherwise, and the execution and delivery by such parties of such
documents and the validity and binding effect thereof. As to any facts material
to the opinions expressed herein, we have relied upon oral or written statements
and representations of officers and other representatives of the Company and
others.
Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued, sold and delivered in the manner and or the consideration stated in
the Prospectus included in the Registration Statement, will be duly authorized
and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as Exhibit
5.1 to the Registration Statement. We also consent to the reference to our firm
under the caption "Legal Matters" in the Prospectus included in the Registration
Statement.
Very truly yours,
BECKMAN, MILLMAN & SANDERS, LLP
/s/ STEVEN A. SANDERS
Steven A. Sanders
