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EXHIBIT 5.1
Dennis Brovarone
Attorney at Law
18 Mountain Laurel Drive
Littleton, Colorado 80127
Phone 303 466 4092 / Fax 303 466 4826
September 11, 2000
GlobalMedia.com
400 Robson Street
Vancouver, BC V6B 2B4
Gentlemen:
I have acted as special Nevada counsel for GlobalMedia.com, a Nevada
corporation (the "Company") in connection with a Registration Statement on Form
S-3 (the "Registration Statement") to be filed substantially contemporaneously
with this letter, under the Securities Act of 1933. The Registration Statement
newly registers 20,502,808 shares of the Company's common stock, and
consolidates 6,921,920 shares of unsold common stock which were registered under
filing number 333-84145, all of which may be sold by selling stockholders of the
Company. The selling stockholders either own or may acquire the shares on
conversion or exercise of shares of outstanding Series A or Series B convertible
preferred stock, related investment options, and warrants. Such shares are
collectively referred to in this opinion as the "Shares."
The conversion price of the Series A and Series B convertible preferred
stock and the exercise price of the related investment options are the lesser of
a fixed price or a variable price determined by reference to the market price of
the Company's common stock from time to time. As a result, the actual number of
Shares that the selling stockholders may receive from converting or exercising
the Series A and Series B convertible preferred stock, investment options and
warrants may be more or less than the number set forth above.
In connection with this opinion, I have examined the originals or
copies, certified or otherwise identified to my satisfaction, of the
Registration Statement, the Company's Articles of Incorporation, as amended, its
Bylaws, as amended, resolutions of its Board of Directors, and such other
documents as we deemed necessary for purposes of rendering this opinion.
I have assumed the authenticity of all documents submitted to me as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to originals of all copies of all documents submitted
to us. I have relied upon the certificates of all public officials and corporate
officers, with respect to the accuracy of all matters contained therein.
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Based upon the foregoing, and subject to the qualifications set forth
therein, I am of the opinion that the Shares have been duly authorized and, when
the selling stockholders acquire the Shares on conversion or exercise of shares
of the Company's Series A or Series B, related investment options and warrants
in accordance with their respective terms and conditions, the Shares will be
validly issued, fully paid and non-assessable.
The opinions set forth above are subject to the following
qualifications:
1) I express no opinion concerning the laws of any jurisdiction other
than the laws of the State of Nevada.
This opinion is intended solely for use in connection with the
transactions described herein. I hereby consent to the use of my name in the
Registration Statement and in the Prospectus filed as a part thereof and to the
filing of this opinion as an exhibit to the Registration Statement. In giving
such consent, I do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Dennis Brovarone
Dennis Brovarone, Esq.
