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SALANS HERTZFELD HEILBRONN
CHRISTY & VIENER
620 FIFTH AVE
NEW YORK, NEW YORK 10020
(212) 632-5500
December 28, 2000
CellPoint Inc.
3000 Hillswood Drive
Hillswood Business Park
Chertsey, Surrey KT16 0RS
England
Ladies and Gentlemen:
We have acted as counsel to CellPoint Inc., a Nevada corporation (the
"Company"), in connection with the preparation and filing, on the date hereof,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-3 (the "Registration
Statement") with respect to 3,773,274 shares of the Common Stock, par value
$0.001 per share, of the Company (the "Common Stock").
We have examined an executed copy of the Registration Statement (including
exhibits thereto) and relied upon the originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records,
instruments, certificates and other documents, have made such inquiries as to
questions of fact of officers and representatives of the Company and have made
such examinations of law as in our judgment are necessary or appropriate to
enable us to render the opinions hereinafter expressed. In such examination, we
have assumed the legal capacity of individuals, the genuineness of all
signatures on documents, the authenticity of all documents submitted to us as
originals, the conformity of all documents submitted to us as copies to the
originals and the accuracy of the factual statements contained in such
documents.
Based on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing and is in
good standing as a corporation under the laws of the State of Nevada.
2. The issuance of the Shares has been duly authorized by all necessary
corporate action.
3. Assuming (a) the effectiveness of the Registration Statement under the
Act, (b) compliance with all applicable provisions of the Act, (c) compliance
with all applicable "Blue Sky" or state securities laws and (d) the due
execution, issuance and delivery of certificates representing the Shares against
payment therefor in accordance with the Company's Articles of Incorporation and
By-Laws and, where applicable, the warrants and the convertible notes pursuant
to which a portion of the Shares will be issuable, the Shares, when sold in
accordance with the Prospectus constituting part of the Registration Statement,
will be legally issued, fully paid and non-assessable.
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December 28, 2000
We are qualified to practice law only in the State of New York and we do not
purport to be experts on, or to express any opinion concerning any law other
than the laws of the State of New York or the Federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus constituting
part of the Registration Statement under the caption "Legal Opinions".
Very truly yours,
/s/ SALANS HERTZFELD HEILBRONN CHRISTY &
VIENER
