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EXHIBIT 5.1
[LETTERHEAD OF WRIGHT, LINDSEY & JENNINGS, LLP]
July 7, 2000
The Board of Directors
Pet Quarters, Inc.
720 East Front Street
Lonoke, Arkansas 72086
Re: PetQuarters, Inc. Registration Statement on Form S-1, as Amended
Gentlemen:
We have acted as counsel to Pet Quarters, Inc., an Arkansas corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-1 (the "Registration Statement") relating
to the registration by the Company of an aggregate of 13,693,733 shares (the
"Shares") of the Company's common stock, $0.001 par value per share.
In so acting, we have examined originals or copies, certified or
otherwise, identified to our satisfaction, of such documents, records,
certificates and other instruments as in our judgment are necessary or
appropriate for purposes of this opinion. We have assumed that (i) the Shares
have been or will be issued against receipt of the consideration approved by the
Board of Directors of the Company, which will be no less than the par value
thereof, and (ii) the Shares have been or will be issued in compliance with
applicable federal and state securities laws.
Based on the foregoing, we are of the opinion that the Shares are, or
when issued as contemplated by the Registration Statement, will be duly
authorized, validly issued, fully paid and non-assessable.
We are expressing the opinions as members of the Bar of the State of
Arkansas and express no opinion as to any other law.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Registration Statement.
Very truly yours,
WRIGHT, LINDSEY & JENNINGS LLP
