EXHIBIT 5.1
[SETH A. FARBMAN, P.C. LETTERHEAD]
December 7, 2000
Pick-Ups Plus, Inc.
Attention: John Fitzgerald
5181 Natorp Boulevard
Mason, OH 45040
Ladies and Gentleman:
We have acted as special counsel to Pick-Ups Plus, Inc., a Delaware
corporation ("Company"), in connection with the preparation for filing with
the Securities and Exchange Commission of a Registration Statement on Form
SB-2 ("Registration Statement") under the Securities Act of 1933, as amended.
The Registration Statement relates to the registration of 3,844,332 shares of
the Company's common stock, par value $.001 per share ("Common Stock"), to be
sold by certain selling shareholders, of which 1,999,332 shares are to be
issued upon the exercise of outstanding warrants exercisable at $.15 (fifteen
cents) per share.
We have examined the Certificate of Incorporation and the By-Laws of the
Company, corporate records, documents, instruments and certificates of the
Company, and have reviewed such other documents as we have deemed relevant
under the circumstances. In such examination, we have assumed without
independent investigation the authenticity of all documents submitted to us
as originals, the genuineness of all signatures, the legal capacity of all
natural persons, and the conformity of any documents submitted to us as
copies to their respective originals. As to certain questions of fact
material to this opinion, we have relied without independent investigation
upon statements or certificates of public officials and officers of the
Company.
Based upon and subject to the foregoing, we are of the opinion that
1,845,000 shares of the Company's common stock are duly authorized and validly
issued, fully paid and non-assessable. We are also of the opinion that the
1,999,332 shares of Common Stock to be issued by the Company upon the exercise
of the warrant agreements dated December 1, 2000 ("Warrant Agreements"), when
paid for in accordance with the terms of the Warrant Agreements, will be duly
authorized and validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as herein set forth as an
exhibit to the Registration Statement.
This opinion is conditioned upon the compliance by the Company with all
applicable provisions of the Securities Act of 1933, as amended, and such
state securities rules, regulations and laws as may be applicable.
Very truly yours,
/s/ SETH A. FARBMAN, P.C.
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SETH A. FARBMAN, P.C
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