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Exhibit 5.1
June 13, 2000
Affinity International Travel Systems, Inc.
100 Second Avenue South
Suite 1100S
St. Petersburg, FL 33701-4301
RE: REGISTRATION STATEMENT ON FORM S-1 OF AFFINITY INTERNATIONAL TRAVEL
SYSTEMS, INC.
Ladies and Gentlemen:
We have acted as counsel to Affinity International Travel Systems,
Inc., a Nevada corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission of a Registration
Statement on Form S-1 (the "Registration Statement") pursuant to which the
Company is registering for sale by certain of the Company's stockholders (the
"Selling Stockholders") under the Securities Act of 1933, as amended (the
"Act"), a total of 20,353,094 shares of common stock, $.001 par value, of the
Company (the "Common Stock"). Of the 20,353,094 shares of Common Stock being
registered for sale by the Selling Stockholders, 10,413,094 shares are currently
outstanding (the "Shares") and 9,940,000 shares are being registered for sale by
the Selling Stockholders upon the exercise of outstanding warrants to purchase
9,940,000 shares of the Company's Common Stock in private transactions (the
"Warrant Shares"). This opinion is being rendered in connection with the filing
of the Registration Statement.
This firm, in rendering legal opinions, customarily makes certain
assumptions which are described in Schedule A hereto. In the course of our
representation of the Company in connection with preparation of the Registration
Statement, nothing has come to our attention which causes us to believe reliance
upon any of those assumptions is inappropriate, and the opinions hereafter
expressed are based upon those assumptions.
In connection with this opinion, we have examined only the following
documents (collectively, the "Documents"):
(i) the Registration Statement;
(ii) the Articles of Incorporation of the Company, as amended,
incorporated by reference as Exhibit 3.1 to the Registration
Statement;
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(iii) Certificate of the Secretary of the State of Nevada dated June
13, 2000, as to the good standing of the Company, as to which we
relied exclusively;
(iv) the Bylaws of the Company incorporated by reference as Exhibit
3.2 to the Registration Statement;
(v) the corporate minute books and other records of the Company;
(vi) certain proceedings of the directors of the Company and other
records of the Company pertaining to the Shares;
(vii) a specimen certificate for the Common Stock incorporated by
reference as Exhibit 4.1 to the Registration Statement;
(viii) a form of common stock purchase warrant;
(ix) a certificate of the Secretary of the Company;
(x) a letter from Interwest Transfer, Inc., the Company's transfer
agent, dated June 6, 2000 as to the number of issued and
outstanding shares of the Company as of the date of the letter;
and
(xi) such review of published sources of law and any other documents
as we have deemed necessary.
The opinions expressed herein are based solely upon (i) our review of
the Documents, (ii) discussions with Daniel G. Brandano, the Chief Executive
Officer and President of the Company, Gerard J. LaMontagne, the Chief Financial
Officer of the Company, and Mark S. Mandula, the former Chief Operating Officer
of the Company, and (iii) discussions with those of our attorneys who have
devoted substantive attention to the matters contained herein.
Our opinions contained herein are limited to the Nevada General
Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are, and the Warrant Shares, when issued and paid for in accordance with
the applicable common stock purchase warrant will be, duly authorized, validly
issued, fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the filing of this opinion as an Exhibit
to said Registration Statement and to the reference to our firm wherever it
appears in the Registration Statement, including the prospectus constituting a
part thereof and any amendments thereto. This opinion may be used in
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connection with the offering of the Common Stock only while the Registration
Statement, as it may be amended from time to time, remains in effect.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: BROWN, RUDNICK, FREED & GESMER, P.C.
By: /s/ John G. Nossiff, Jr.
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John G. Nossiff, Jr., A Member
Duly Authorized
JGN/SRL/MSG
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SCHEDULE A
BROWN, RUDNICK, FREED & GESMER
STANDARD ASSUMPTIONS
For purposes of this opinion, Brown, Rudnick, Freed & Gesmer makes the
following customary assumptions, without any investigation:
1. each natural person executing any of the Documents has sufficient
legal capacity to enter into such Documents and perform the
transactions contemplated thereby;
2. the full power and authority of each entity and person other than
the Company to execute, deliver and perform each document
heretofore executed and delivered or hereafter to be executed and
delivered and to do each other act heretofore done or hereafter
to be done by such entity or person;
3. the due execution and delivery by each entity or person other
than the Company of each document heretofore executed and
delivered or hereafter to be executed and delivered by such
entity or person;
4. the legality, validity, binding effect and enforceability as to
each entity or person other than the Company of each document
heretofore executed and delivered or hereafter to be executed and
delivered and of each other act heretofore done or hereafter to
be done by such entity or person;
5. the genuineness of each signature on, and the completeness,
accuracy, and authenticity of each document submitted to us as an
original; and
6. the conformity to the original, completeness, accuracy, and
authenticity of each document submitted to us as a copy.
