EXHIBIT 5.1
WILLIAM S. CLARKE, P.A.
ATTORNEY-AT-LAW
457 NORTH HARRISON STREET - SUITE 103
PRINCETON, NEW JERSEY 08540
----------
TELEPHONE: (609) 921-3663
FAX: (609) 921-3933
October 31, 2000
ViaVid Broadcasting, Inc.
3955 Graveley Street
Burnaby, BC, Canada V5C 3T4
Gentlemen:
I have acted as counsel for ViaVid Broadcasting, Inc. (the "Company")
in connection with the preparation of a Registration Statement filed by the
Company under the Securities Act of 1933, as amended (File No. 333-______),
relating to a proposed public offering by certain holders thereof of 744,000
shares of Common Stock, $.001 par value (the "Stock") and 372,000 shares of
Common Stock, $.001 par value, issuable on exercise of outstanding common stock
purchase warrants (the "Warrant Stock").
In my capacity as counsel to you, I have examined the original,
certified, conformed photostats or Xerox copies of all such agreements,
certificates of public officials, certificates and correspondence of officers,
representatives of the Company and others and such other documents as I have
deemed necessary or relevant as a basis for the opinions herein expressed. In
all such examinations, I have assumed the genuineness of all signatures on
original and certified documents and the conformity to original and certified
documents of all copies submitted to me as conformed, photostat or duplicate
copies. As to various questions of fact material to such opinions, I have relied
upon statements or certificates of officials and representatives of the Company
and others.
On the basis of such examination, I advise you that, in my opinion, the
shares of Stock are legally issued, fully paid and non-assessable and the shares
of Warrant Stock, when paid for and issued upon exercise of the common stock
purchase warrants, will be legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of my firm in the prospectus forming
a part of such Registration Statement.
Very truly yours,
William S. Clarke, P.A.
By: /s/ William S. Clarke
-------------------------------
William S. Clarke
