EXHIBIT 5.1
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RICHARD I. ANSLOW & ASSOCIATES
4400 ROUTE 9 SOUTH, 2ND FLOOR
FREEHOLD, NEW JERSEY 07728
Telephone (732) 409-1212
Facsimile (732) 577-1188
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September 29, 2000
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Combined Opinion and Consent
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Tidalwave Holdings Inc.
1831 N.E. 45th Street
Ft. Lauderdale, Florida 33308
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Re: Tidalwave Holdings Inc.
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Gentlemen:
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We have acted as counsel to Tidalwave Holdings Inc., a
Florida corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of
1933 as amended (the "Act") of the Company's Registration
Statement on Form S-8, filed contemporaneously with the
Commission relating to the registration under the Act of
147,059 shares (the "Shares") of the Company's Common Stock,
$0.001 par value (the "Common Stock").
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In rendering this opinion, we have reviewed the
Registration Statement on Form S-8, as well as a copy of the
Certificate of Incorporation of the Company, as amended, and
the By-Laws of the Company. We have also reviewed such
statutes and judicial precedents as we have deemed relevant
and necessary as a basis for the opinion hereinafter
expressed. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us
as originals, the conformity with, the original documents of
all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such
copies.
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Based on the foregoing and in reliance thereon, and
subject to the qualifications and limitations set forth
herein, we are of the opinion that:
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(1) The Company has been duly incorporated and is a
validly existing corporation under the laws of the State of
Florida;
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(2) The Shares, when issued in connection with the
agreements (copies annexed to the Registration Statement),
will be legally issued, fully paid and non-assessable.
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This opinion is limited to the General Corporation Law
and the Constitution of the State of Florida and we express
no opinion with respect to the laws of any other
jurisdiction. We consent to your filing this opinion with
the Securities and Exchange Commission as an exhibit to the
Registration Statement on Form S-8. This opinion is not to
be used, circulated, quoted or otherwise referred to for any
other purpose without our prior written consent.
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Very truly yours,
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RICHARD I. ANSLOW & ASSOCIATES
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By: /s/ Gregg E. Jaclin
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Gregg E. Jaclin
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GEJ/tp
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