Exhibit 5.1
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LAW OFFICES OF
PAUL, HASTINGS, JANOFSKY & WALKER LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING
PROFESSIONAL CORPORATIONS
399 Park Avenue
New York, New York 10022
Telephone (212) 318-6000
December 12, 2000
32231.00002
JAWZ Inc.
12 Concorde Gate, Suite 900
Toronto, Ontario M3G 3N6
Re: JAWZ Inc. Registration Statement
on Form S-3 (File No. 333-50532)
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Gentlemen:
We are furnishing this opinion of counsel to JAWZ Inc., a
Delaware corporation (the "Company"), for filing as Exhibit 5.1 to the
Registration Statement on Form S-3/A (File No. 333-50532) (the "Registration
Statement") to be filed by the Company on or about December 12, 2000 with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration under the Securities Act
for resale of
(i) 6,253,723 shares of the Company's common stock, par value $.001 per
share (the "Common Stock") which are owned by the stockholders (other
than Strong River Investments, Inc., Bay Harbor Investments, Inc. and
Calp II Limited Partnership) listed in the section of the prospectus
captioned "Selling Stockholders" or are issuable on exercise of
warrants owned by such selling stockholders;
(ii) 6,633,920 shares of the Company's Common Stock which are owned by, or
are issuable upon the exercise of warrants owned by, Strong River
Investments, Inc. and Bay Harbor Investments, Inc., two of the selling
stockholders listed in the "Selling Stockholders" section of the
prospectus (includes an aggregate of:
(a) 800,000 shares of Common Stock issued by the Company on June
22, 2000;
(b) 400,000 shares of Common Stock which were issued by the
Company on July 17, 2000;
(c) 1,465,176 shares of Common Stock which were issued by the
Company on November 27, 2000;
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(d) 240,000 shares of Common Stock issuable upon the exercise of
warrants; and
(e) an additional 2,241,114 shares of Common Stock which may be
issued upon the exercise of warrants) ; and
(iii) 5,861,102 shares are owned by, or are issuable upon the exercise of
warrants owned by, Calp II Limited Partnership, another of the selling
stockholders listed in the "Selling Stockholders" section of this
prospectus (includes an aggregate of:
(a) 235,295 shares of Common Stock issued by the Company on
February 22, 2000;
(b) 600,000 shares of Common Stock issued by the Company on August
21, 2000;
(c) 400,000 shares of Common Stock issued by the Company on
October 11, 2000;
(d) 417,648 shares of the Company's Common Stock issuable upon the
exercise of warrants; and
(e) an additional 4,208,159 shares of our Common Stock which may
be issued upon the exercise of warrants).
In addition, the Registration Statement was prepared for registration under the
Securities Act for the issuance, in connection with the Company's prior
acquisitions of Pace Systems Group Inc. ("Pace") , Offsite Data Systems Ltd.
("Offsite"), 4Comm.Com Inc. ("4 Comm"), and Betach Systems Inc. and Betach
Advanced Solutions Inc. (together, "Betach") of:
(1) 4,190,234 shares of Common Stock to allow the former shareholders and
warrantholders of Offsite to acquire shares of the Company's Common
Stock upon their exchange of exchangeable shares of the Company's
wholly-owned subsidiary JAWS Acquisition Corp.("JAC"), an Alberta
corporation (the "JAC Exchangeable Shares");
(2) 1,731,932 shares of Common Stock to allow the former shareholders of
Pace to acquire shares of the Company's Common Stock upon their
exchange of exchangeable shares of the Company's wholly-owned
subsidiary, JAWS Acquisition Canada Corp. ("JACC"), an Alberta
Corporation (the "JACC Exchangeable Shares");
(3) 140,618 shares of Common Stock to allow the former shareholders of
4Comm to acquire shares of the Company's Common Stock upon their
exchange of JACC Exchangeable Shares; and
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(4) 373,333 shares of Common Stock to allow the former shareholders of
Betach to acquire shares of the Company's Common Stock upon their
exchange of JACC Exchangeable Shares.
All of the foregoing shares registered in the Company's Registration Statement
are hereinafter referred to collectively as the "Shares" and all of the
foregoing references to the Company's warrants shall hereinafter be referred to
as the "Warrants."
In our capacity as counsel for the Company in connection with
the matters referred to above, we have examined and relied upon the originals,
or certified copies of executed copies, of the following:
(i) Certificate of Incorporation of the Company;
(ii) Bylaws of the Company;
(iii) Agreement and Plan of Merger, made and entered into as of
April 28, 2000, between JAWS Technologies, Inc., a Nevada
corporation, and JAWS Technologies, Inc., a Delaware
corporation; and
(iv) originals or copies certified or otherwise identified, of
records of corporate action of the Company as furnished to us
by the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments
and documents, as a basis for the opinions hereinafter
expressed.
Based upon our examination as aforesaid, we are of the opinion
that:
(1) the Shares which are currently issued and outstanding have
been validly issued and are fully paid and non-assessable;
(2) the Shares which are issuable upon exercise of the
Warrants will, when issued and paid for in accordance with the Warrants
described in the Registration Statement, be validly issued, fully paid and
non-assessable;
(3) the Shares which are issuable upon exchange of the JAC
Exchangeable Shares will, when issued in accordance with the JAC Exchangeable
Shares, be validly issued, fully paid and non-assessable; and
(4) the Shares which are issuable upon exchange of the JACC
Exchangeable Shares will, when issued in accordance with the JACC Exchangeable
Shares, be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5.1 to the Registration Statement and to the use of our name under the
caption "Legal Matters" included therein.
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Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
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Paul, Hastings, Janofsky & Walker LLP
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