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June 29, 2000
Board of Directors
iParty Corp.
130 West 30th Street, 10th Floor
New York, New York 10001
Re: iParty Corp. -- Registration Statement on Form SB-2
Gentlemen:
You have requested our opinion in connection with the
above-captioned Registration Statement on Form SB-2 (the "Registration
Statement") to be filed by iParty Corp., a Delaware corporation ("the Company"),
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder (the "Rules"). The Registration Statement relates to the issuance by
the Company of 26,127,656 shares of common stock, par value $.001 per share upon
the conversion of convertible preferred stock (the "Convertible Preferred
Stock") and upon the exercise of 8,600,656 common stock warrants (the
"Warrants") issued by the Company. The Registration Statement also related to
the issuance of 8,600,656 Warrants by the Company.
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of all such corporate records and of all such agreements,
certificates and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as copies. As to any facts material to such opinion, we have, to
the extent that relevant facts were not independently established by us, relied
on certificates of public officials and certificates of officers or other
representatives of the Registrant.
Based upon and subject to the foregoing, we are of the opinion that,
when the Registration Statement has become effective under the Act, and when the
Common Stock and Warrants have been issued and paid for in accordance with the
Registration Statement, the Common Stock and Warrants will be validly issued,
fully paid and non-assessable.
We are members of the bar of the State of New York and are not licensed
or admitted to practice law in any other jurisdiction. Accordingly, we express
no opinion with respect to the laws of any jurisdiction other than the State of
New York, Delaware General Corporate Law and the federal laws of the United
States.
We assume no obligation to advise you of any changes to this opinion
that may come to our attention after the date hereof. This opinion may not be
relied upon or furnished to any other person except the addressee hereof without
the express written consent of this firm.
We hereby consent to the reference to our name in the Registration
Statement under the caption "Legal Matters" and further consent to the inclusion
of this opinion as Exhibit 5.1 to the Registration Statement. In giving such
consent, we do not thereby concede that we are in the category of persons whose
consent is required under Section 7 of the Securities Act, or the rules and
regulations thereunder, or that we are "experts" within the meaning of the
Securities Act or such rules and regulations.
Very truly yours,
CAMHY KARLINSKY & STEIN LLP
