EXHIBIT 5.01
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July __, 2000
European Micro Holdings, Inc.
6073 N.W. 167th Street, Unit C-25
Miami, Florida 33015
RE: REGISTRATION STATEMENT ON FORM S-1 (THE "REGISTRATION STATEMENT")
Gentlemen:
We have acted as counsel to European Micro Holdings, Inc.., a Nevada
corporation (the "CORPORATION"), in connection with the preparation of the
above-referenced Registration Statement as filed on Form S-1 with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"1933 ACT"). The Registration Statement relates to the offering and sale by
selling shareholders of the Corporation of up to 7,958,333 shares of the
Corporation's common stock, par value $0.01 per share (the "COMMON STOCK"). We
are furnishing this opinion to you in accordance with Item 601 of Regulation S-K
promulgated under the 1933 Act.
We are familiar with the Registration Statement, and we have
examined the Corporation's Articles of Incorporation, as amended to date, the
Corporation's Bylaws, as amended to date, and minutes and resolutions of the
Corporation's Board of Directors and shareholders. We have also examined such
other documents, certificates, instruments and corporate records, and such
statutes, decisions and questions of law as we have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the 7,958,333
shares of Common Stock proposed to be sold by the selling shareholders of the
Corporation as contemplated by the Registration Statement will be legally and
validly issued, fully-paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement.
Very truly yours,
Kirkpatrick & Lockhart LLP
