Exhibit 5.1
SIERCHIO & ALBERT, P.C.
150 East 58th Street, 25th Floor
New York, New York 10155
Phone: (212) 446-9500o Telefax: (212) 446-9504
__________, 2000
Stockgroup.com Holdings, Inc.
500-750 W. Pender Street
Vancouver, British Columbia
Canada V6C 2T7
Re: Stockgroup.com Holdings, Inc.
Registration Statement on Form SB-2.
Dear Sir or Madam:
We have acted as counsel for Stockgroup.com Holdings, Inc., a corporation
existing under the laws of the State of Colorado (the "Company") in connection
with the preparation and filing of a registration statement on Form SB-2 (the
"Registration Statement") relating to the registration and the offer and sale by
stockholders of up to 8,402,250 of the Company's common shares, no par value
(the "Common Shares") issuable upon conversion of the Notes (as defined below)
and the exercise of the Warrants (as defined below).
In this connection, we have examined such documents, corporate records,
officers' certificates and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not limited to, (i) the
Company's Articles of Incorporation and Bylaws, (ii) the Registration Statement,
(iii) the Convertible Note Purchase Agreement (the "Note Purchase Agreement")
dated as of March 31, 2000, among the Company, Deephaven Private Placement
Trading Ltd. ("Deephaven"), and Amro International S.A. ("Amro"), (iv) the 8%
Convertible Notes issues pursuant to the Note Purchase Agreement (the "Notes"),
and (v) the Warrants issues pursuant to the Note Purchase Agreement (the
"Warrants"). We have assumed the legal capacity to sign and the genuineness of
all signatures of all persons executing instruments or documents examined or
relied upon by us and have assumed the conformity with the original documents of
all documents
1
<PAGE>
examined by us as copies of such documents. We also have assumed that (1) each
of the Notes and Warrants were duly authorized by all appropriate corporate
action; and (2) to the extent necessary, appropriate action will be taken, prior
to the offer and sale of the Common Shares, to register and qualify those
securities for issuance and sale under any applicable state "Blue Sky" or
securities laws.
Based upon and subject to the foregoing, we are of the opinion that when
offered and sold as described in the Registration Statement and in accordance
with the terms and conditions of the Notes and Warrants, the Common Shares will
be validly issued, fully paid and non-assessable.
We are members of the bar of the States of New York and New Jersey and do
not hold ourselves out as being conversant with the laws of any jurisdiction
other than those of the United States of America, and the State of New York, and
to the extent required by the foregoing opinion, the State of Colorado.
We hereby consent to the reference to this firm under the caption
"Interests of Named Experts and Counsel" in the Prospectus and to the filing of
this opinion as an exhibit to the Registration Statement. In giving this
consent, we do not thereby concede that we are within the category of persons
whose consent is required under the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours
Sierchio & Albert, P.C.
By:
---------------------------
2
