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EXHIBIT 5.1
Gersten, Savage & Kaplowitz, LLP
101 East 52nd Street
New York, New York 10022
October 20, 2000
ThninkPath.com Inc.
55 University Avenue
Toronto, Ontario M5J 2H7 Canada
Gentlemen:
You have requested our opinion, as counsel for Thinkpath.com Inc.,
incorporated in Ontario, Canada (the "Company"), in connection with the
registration statement on Form SB-2 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), being filed by the Company with
the Securities and Exchange Commission.
The Registration Statement relates to an offering of 1,875,878 shares
of common stock, no par value ("Common Stock") which Common Stock includes
shares of Common Stock underlying Common Stock Purchase Warrants (the "Selling
Stockholder Shares"), issued pursuant to the July 2000 Private Placement
Offering.
We have examined such records and documents and made such examinations
of law as we have deemed relevant in connection with this opinion. It is our
opinion that the Selling Stockholder Shares have been fully paid, validly issued
and are non-assessable.
No opinion is expressed herein as to any laws other than the laws of
the State of New York and the laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
of the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Gersten, Savage & Kaplowitz, LLP
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Gersten, Savage & Kaplowitz, LLP
