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Exhibit 5.1
[Letterhead of Cooperman Levitt Winikoff Lester & Newman, P.C.]
June , 2000
Medium4.com, Inc.
120 Fifth Avenue - 7th Floor
New York, New York 10011
Re: Registration Statement on Form S-3
Under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to Medium4.com, Inc. a Delaware corporation
(the "Company"), we have been asked to render this opinion in connection with a
Registration Statement on Form S-3 being filed contemporaneously herewith by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering (i) 105,263 shares of
common stock, par value $.01 per share, of the Company ("Common Stock") that are
presently issued and outstanding (the "Shares"), and (ii) up to 705,263
additional shares of Common Stock (the "Warrant Shares") issuable upon future
exercises of certain warrants heretofore issued by the Company (the "Warrants"),
all of which have been included in the Registration Statement for the account of
the person identified therein as the Selling Shareholder.
In that connection, we have examined the Restated Certificate of
Incorporation and the By-Laws of the Company, both as amended to date, the
Warrants, the Registration Statement, corporate proceedings of the Company
relating to the issuance of each of, respectively, the Shares, the Warrants and
the Warrant Shares and such other instruments and documents as we have deemed
relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as original or photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon the subject to the foregoing, we are of the opinion that:
(1) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State
of Delaware.
(2) The Shares have been duly and validly authorized and issued
and are fully paid and non-assessable.
(3) The Warrant Shares have been duly and validly authorized and,
when issued and paid for in accordance with the terms of the
Warrants and as described in the Registration Statement, will
be duly and validly issued, fully paid and non-assessable.
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We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement .
Very truly yours,
COOPERMAN LEVITT WINIKOFF
LESTER & NEWMAN, P.C.
By: /s/Ira Roxland
A Member of the Firm
