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EXHIBIT 5.1
SALANS HERTZFELD HEILBRONN CHRISTY & VIENER
620 Fifth Avenue
New York, New York 10020
June 8, 2000
CellPoint Inc.
Trinity Court
Workingham Road
Bracknell RG42 1PL England
Ladies and Gentlemen:
We have acted as counsel to CellPoint Inc., a Nevada corporation (the
"Company"), in connection with its Registration Statement on Form SB-2 (the
"Registration Statement"), filed pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), relating to (i) the offering from time to time
by certain holders (the "Selling Stockholders") of 1,686,272 shares (the "Common
Shares") of common stock, $0.001 par value per share, of the Company. The Common
Shares were originally issued by the Company in private offerings between the
Company and the Selling Stockholders. The Company issued the Common Shares
pursuant to Section 4(2) of the Securities Act.
As such counsel, we have examined and are familiar with the following:
(a) the Articles of Incorporation of the Company; (b) the By-Laws of the
Company, as amended and restated; (c) the minutes of the meetings of the Board
of Directors of the Company; (d) the Registration Statement and (e) such other
documents and instruments as we have deemed appropriate. In such review, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted as originals and the conformity to the original documents of all
documents submitted to us as copies.
Based upon the foregoing, and assuming that applicable provisions of the
Securities Act and the securities or "blue sky" laws of various states shall
have been complied with, we are of the opinion that the Common Shares to be
offered by the Selling Stockholders are duly authorized and duly and validly
issued, fully paid and nonassessable.
We hereby consent to the use of our name under the caption "Legal Opinions"
in the prospectus included in the Registration Statement and to the use of this
opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ SALANS HERTZFELD HEILBRONN CHRISTY & VIENER
