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EXHIBIT 5.01
BROWNSTEIN HYATT & FARBER, P.C.
410 Seventeenth Street, 22nd Floor
Denver, Colorado 80202
September 15, 2000
quepasa.com, inc.
One Arizona Center
400 E. Van Buren, Fourth Floor
Phoenix, AZ 85004
Ladies and Gentlemen:
At your request, we have examined the Amendment No. 1 to Registration
Statement on Form S-3 (the "Registration Statement") filed today with the
Securities and Exchange Commission by quepasa.com, inc., a Nevada corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 4,658,784 shares (the "Shares") of the
Company's common stock, par value $.001 per share ("Common Stock"), and
1,681,818 shares of Common Stock underlying common stock purchase warrants (the
"Warrant Shares").
In connection with this opinion, we have examined such documents,
certificates, instruments and other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such copies.
Additionally, we have examined such questions of law and fact as we have
considered necessary or appropriate for purposes of this opinion.
Based upon the foregoing, it is our opinion that the Shares have been
duly authorized, validly issued, fully paid and nonassessable and the Warrant
Shares have been duly authorized and when issued and delivered in accordance
with the terms of the common stock purchase warrants will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BROWNSTEIN HYATT & FARBER, P.C.
