EXHIBIT 5
[LETTERHEAD OF SILVER, FREEDMAN & TAFF, L.L.P.]
December 28, 2000
Board of Directors
PACEL Corp.
8870 Rixlew Lane, Suite 201
Manassas, VA 20109-3795
Members of the Board:
We have acted as counsel to PACEL Corp. (the "Company"), in connection
with the preparation and filing with the Securities and Exchange Commission of a
registration statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), relating to 2,000,000 shares of the Company's
common stock, no par value per share (the "Common Stock"), to be offered as
compensation for the services of William R. Wheeler, a consultant to the
Company, pursuant to a written consulting agreement, dated December 14, 2000
(the "Consulting Agreement").
As you are aware, no services to be performed by Mr. Wheeler, which are
in any way related, directly or indirectly, to a "capital raising" transaction
may be paid for by the issuance of Common Stock pursuant to the Consulting
Agreement. In this respect, we are relying on the written representations of Mr.
Wheeler contained in the Consulting Agreement.
In connection with this opinion, we have examined and relied upon,
without independent investigation as to matters of fact, such statements and
certificates of officers of the Company, and originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Consulting Agreement, the Company's Articles of Incorporation, Bylaws, the
filings of the Company incorporated by reference in the Registration Statement,
proceedings of the Board of Directors of the Company, and such other corporate
records, documents, certificates, and instruments as we have deemed necessary or
appropriate in order for us to render this opinion. In rendering this opinion,
we have assumed the genuineness of all signatures on all documents examined by
us, the due authority of the parties signing such documents, the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as copies. We have further assumed that the
recipient of the Common Stock under the Consulting Agreement will have paid the
consideration and performed such services as required under the terms thereof
prior to the issuance of the Common Stock and that none of the services
performed by the recipient shall be related, directly or indirectly, to "capital
raising" transactions.
<PAGE>
Board of Directors
PACEL Corp.
December 28, 2000
Page 2
Based upon the foregoing and in reliance thereon, it is our opinion
that the Common Stock to be issued pursuant to the Consulting Agreement will,
upon its issuance and delivery to the recipient thereof, after receipt of full
payment therefor, be deemed duly and validly authorized, legally issued and
fully paid and non-assessable. This opinion is expressly limited in scope to the
Common Stock described herein and which is to be expressly covered by the above
referenced Registration Statement and does not cover any subsequent issuances of
any securities to be made in the future pursuant to any other plans or
agreements, if any, pertaining to services performed in the future. Any such
transactions are required to be included in a new registration statement or a
post-effective amendment to the above referenced Registration Statement, which
will be required to include a revised or a new opinion concerning the legality
of the securities to be issued.
Further, this opinion is limited to the securities laws, rules and
regulations of the United States, and we express no opinion with respect to the
laws of any other jurisdiction.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the above referenced Registration
Statement; however, this opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our prior written consent.
This opinion is based upon our knowledge of the law and facts as of the
date hereof, and we assume no duty to communicate with you with respect to any
matter which may hereafter come to our attention.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
Silver, Freedman & Taff, L.L.P.
