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EXHIBIT 5.1
August 17, 2000
CYNET, Inc.
12777 Jones Road, Suite 400
Houston, Texas 77070
Re: CYNET, Inc. 1997 Restated Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to CYNET, Inc., a Texas corporation
("CYNET"), in connection with the registration with the Securities and
Exchange Commission on Form S-8 of shares of CYNET's Class A Common Stock, no
par value (the "Shares"), which will be issuable upon exercise of options
granted under the above-referenced plan (the "Plan"). In connection with that
registration, we have reviewed the proceedings of the Board of Directors of
CYNET relating to the registration and proposed issuance of the Shares, the
Articles of Incorporation of CYNET and all amendments thereto, the Bylaws of
CYNET and all amendments thereto, and such other documents and matters as we
have deemed necessary to the rendering of the opinion contained herein. We
have assumed the authenticity and completeness of all records, certificates
and other instruments submitted to us as originals, the conformity to original
documents of all records, certificates and other instruments submitted to us
as copies and the correctness of all statements of fact contained in all
records, certificates and other instruments that we have examined.
Based upon that review, it is our opinion that the Shares, when
issued in conformance with the terms and conditions of the Plan, will be
legally issued, fully paid, and nonassessable under the Texas Business
Corporation Act.
We do not find it necessary for the purposes of this opinion to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states as to the issuance and sale
of the Shares.
We consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission in connection with the registration of the Shares.
Very truly yours,
CHAMBERLAIN, HRDLICKA, WHITE,
WILLIAMS & MARTIN
