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EXHIBIT 5.1
[Freerealtime.com, Inc. Letterhead]
October 13, 2000
Board of Directors
Freerealtime.com, Inc.
3333 Michelson Drive, Suite 430
Irvine, California 92612
Re:Registration Statement on Form S-8
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of an aggregate of 2,500,000 shares (the "Shares") of
common stock, par value $0.01 per share, of Freerealtime.com, Inc., a Delaware
company (the "Company") issuable under the Freerealtime.com, Inc. 1999 Equity
Incentive Plan (the "Plan") by the Company on a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission"), you have requested my opinion with respect to the
matters set forth below.
I have made such legal and factual examinations and inquiries, including
an examination of originals or copies certified or otherwise identified to my
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion. In my examination,
I have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, and the conformity to authentic original
documents of all documents submitted to me as copies.
I am opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and I express no opinion with respect to the
applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing and in reliance thereon, I am of the opinion
that, as of the date hereof, upon the issuance and sale of the Shares, each in
the manner contemplated by the Registration Statement and each in accordance
with the terms of the Plan, and subject to the Company completing all action and
proceedings required on its part to be taken prior to the issuance of the Shares
pursuant to the terms of the Plan and the Registration Statement, including,
without limitation, collection of required payment for the Shares, the Shares
will be legally and validly issued, fully paid and nonassessable securities of
the Company.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without my prior written
consent. I consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ M'Liss Kane
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General Counsel
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