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EXHIBIT 5.1
BROWNSTEIN HYATT & FARBER, P.C.
410 Seventeenth Street, 22nd Floor
Denver, Colorado 80202
June 30, 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 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 1,428,571 shares (the "Shares") of the Company's Common Stock,
par value $.001 per share.
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 all of the Shares have
been duly authorized, 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.
BROWNSTEIN HYATT & FARBER, P.C.
