Exhibit 5.1
ARTER & HADDEN LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
Tel: 214.761.2100
Fax: 214.741.7139
May 31, 2000
Board of Directors
ASD Systems, Inc.
3737 Grader Street, Suite 110
Garland, Texas 75041
Re: ASD Systems, Inc.
Registration Statement on Form S-8
1999 Long-Term Incentive Plan
Gentlemen:
We have acted as counsel to ASD Systems, Inc., a Texas
corporation (the "Company"), in connection with the
preparation and filing of a Registration Statement on Form S-
8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on or about May 31, 2000,
under the Securities Act of 1933, as amended (the
"Securities Act"), relating to 1,300,000 shares of the
$0.0001 par value common stock (the "Common Stock") of the
Company that will be issued on the exercise of stock options
(collectively, the "Options") that may be granted in the
future under the 1999 Long-Term Incentive Plan of ASD
Systems, Inc. (the "Plan").
You have requested the opinion of this firm with
respect to certain legal aspects of the Registration
Statement. This opinion relates only to the 1,300,000
additional shares of Common Stock issuable under the
Registration Statement and does not relate to the 1,200,000
shares of Common Stock included in Registration Statement
No. 333-93403. In connection therewith, we have examined and
relied upon the original, or copies identified to our
satisfaction, of (1) the Articles of Incorporation and the
Bylaws of the Company; (2) minutes and records of the
corporate proceedings of the Company with respect to the
establishment and approval of the Plan, the amendment to the
Plan to increase the number of shares of Common Stock
issuable thereunder, and related matters; (3) the
Registration Statement and exhibits thereto, including the
Plan, as amended, and the form of stock option agreements
used in connection with grants under the Plan; and (5) such
other documents and instruments as we have deemed necessary
for the expression of the opinions herein contained. In
making the foregoing examinations, we have
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assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to
various questions of fact material to this opinion, and as
to the content and form of the Articles of Incorporation,
the Bylaws, minutes, records, resolutions and other
documents or writings of the Company, we have relied, to the
extent we deem reasonably appropriate, upon representations
or certificates of officers or directors of the Company and
upon documents, records and instruments furnished to us by
the Company, without independent check or verification of
their accuracy.
Based upon our examination, consideration of, and
reliance on the documents and other matters described above,
and subject to the comments and exceptions noted below, we
are of the opinion that, assuming (i) the Options to be
granted in the future will be duly granted in accordance
with the terms of the Plan, (ii) the Company maintains an
adequate number of authorized but unissued shares and/or
treasury shares of Common Stock available for issuance to
those persons who exercise Options granted under the Plan,
(iii) the exercise of Options is in accordance with the
provisions thereof and in accordance with the provisions of
the Plan, and (iv) the consideration for the shares of
Common Stock issuable upon the exercise of the Options is
actually received by the Company as provided in Plan, and
such consideration exceeds the par value of such shares,
then the shares of Common Stock to be issued pursuant to the
exercise of the Options, will be validly issued, fully paid
and nonassessable.
We bring to your attention the fact that this legal
opinion is an expression of professional judgment and not a
guarantee of result. This opinion is rendered as of the date
hereof, and we undertake no, and hereby disclaim any,
obligation to advise you of any changes in or new
developments that might affect any matters or opinions set
forth herein.
This opinion is limited in all respects to the Texas
Business Corporation Act as in effect on the date hereof.
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and to references
to our firm included in or made a part of the Registration
Statement. In giving this consent, we do not admit that we
come within the category of person whose consent is required
under Section 7 of the Securities Act or the Rules and
Regulations of the Securities and Exchange Commission
thereunder. This opinion may not be relied upon by any
person other than the addressee identified above.
Respectfully submitted,
ARTER & HADDEN LLP
