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EXHIBIT 5
October 24, 2000
PopMail.com, inc.
1333 Corporate Drive, Suite 350
Irving, Texas 75038
RE: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to PopMail.com, inc., a Minnesota corporation
(the "Company") in connection with the preparation of a registration statement
on Form S-3 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission on October 26, 2000 relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act", of
905,182 shares of the Company's common stock, $.01 par value (the "Shares")
including 305,832 shares of common stock issuable upon exercise of common stock
purchase warrants (the "Warrant Shares").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the 1933 Act.
In connection with the rendering of this opinion, we have examined and
are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement; (ii) the Certificate of
Incorporation and the Bylaws of the Company, as amended, each as currently in
effect; (iii) certain resolutions adopted by the Board of Directors of the
Company relating to the issuance of the Shares, the preparation and filing of
the Registration Statement and certain related matters; (iv) certain agreements,
certificates of public officials, certificates of other officers or
representatives of the Company or others; and (v) such other documents,
certificates and records as we deemed necessary or appropriate as a basis for
the opinions expressed herein.
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 to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. As to any facts
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material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
We are attorneys licensed to practice in the State of Minnesota and the
opinions expressed herein are limited to the laws of the State of Minnesota and
the federal securities laws of the United States.
Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The Shares (exclusive of the Warrant Shares) have been duly
authorized and are validly issued, fully paid and nonassessable.
3. The Warrant Shares have been duly authorized and, when issued
against payment of the requisite exercise price, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our name under the
caption "Legal Matters" in the prospectus filed as part of the Registration
Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement and, except as provided in the immediately preceding
paragraph, is not to be used, circulated, quoted for any other purpose or
otherwise referred to or relied upon by any other person without the express
written permission of this firm.
Very truly yours,
/s/ MASLON EDELMAN BORMAN & BRAND, LLP
