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EXHIBIT 5.1
December 28, 2000
CellPoint Inc.
3000 Hillswood Drive
Hillswood Business Park
Chertsey, Surrey KT16 0RS
England
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as general counsel to CellPoint Inc., a Nevada corporation
(the "Corporation"), in connection with the preparation of an amendment to the
Registration Statement on Form S-8 (the "Registration Statement") being filed
under the Securities Act of 1933, as amended, for the registration by the
Corporation of shares of the Corporation's Common Stock (the "Shares") issuable
upon exercise of options which have been or may be granted under the
Corporation's Amended and Restated 1998 Stock Incentive Plan (the "Plan").
As counsel to the Corporation, we have examined and are familiar with the
Corporation's Articles of Incorporation and Amended and Restated By-Laws, its
corporate proceedings taken in connection with the Plan, and such certificates
of public officials and such other corporate records and other documents as we
have deemed necessary in rendering this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Corporation is duly incorporated, validly existing and in good
standing under the laws of the State of Nevada.
2. The Shares have been duly authorized and, upon issuance in accordance
with the terms of the Plan and the awards or options granted thereunder,
will be legally issued, fully paid and nonassessable.
3. We consent to being named in the Registration Statement on Form S-8 as
attorneys who have passed upon legal matters in connection with the
Shares and we consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ SALANS HERTZFELD HEILBRONN
CHRISTY & VIENER
