DUNCAN, BLUM & ASSOCIATES
ATTORNEYS AT LAW
[email protected]
Carl N. Duncan David E. Blum
5718 Tanglewood Drive 1863 Kalorama Road, N.W.
Bethesda, Maryland 20817 Washington, D.C. 20009
(301) 263-0200 (202) 232-6220
(301) 263-0300 (Fax) (202) 232-7891 (Fax)
November 20, 2000
EXHIBIT 5.1
VIA EMAIL
ImagineNet Corp.
222 Laveview Avenue -- Suite 160-142
West Palm Beach, Florida 33401
Re: ImagineNet Corp. Registration Statement of Form SB-1 Relating to the
Offer and Sale of 2,240,000 Shares of Common Stock
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Ladies and Gentlemen:
Since August 9, 2000, this firm has acted as securities counsel for
ImagineNet Corp. (the "Company"), a Nevada corporation organized under the
Nevada General Corporate Law, in connection with the registration under the
Securities Act of 1933, as amended, of up to 2,240,000 shares of common stock as
defined below (the "Shares") in the Company, having a maximum aggregate offering
price of up to $1,000,000, pursuant to the referenced Registration Statement. Up
to 1,240,000 of such Shares ($1,240,000) may also be sold by enumerated selling
shareholders.
You have requested our opinion regarding the legality of the Shares
registered pursuant to the Registration Statement of Form SB-1 (the
"Registration Statement"). We have examined originals or copies, certified to
our satisfaction, of such records, agreements and other instruments of the
Company, certificates or public officials, certificates of the offers or other
representatives of the Company, and other documents, as we have deemed necessary
as a basis for the opinions hereinafter set form. As to various questions of
fact material to such opinions, we have, when relevant facts were not
independently established, relied upon written factual representations of
officers and directors, including (but not limited to) statements contained in
the Registration Statement.
Our opinions, insofar as they address issues of Nevada law, are based
solely upon our review of (i) the records of the Company; (ii) the Nevada
Corporation Law; and (iii) a certified copy of the Company's November 24, 1998
Articles of Incorporation. We do not express our opinion herein concerning any
law other than the laws of Nevada, Florida, Georgia and the United States.
We have assumed the genuineness of all signatures on documents reviewed
by or presented to us, the legal capacity of natural persons, the authenticity
of all items submitted to us as originals and the conformity with originals of
all items submitted to us as copies.
<PAGE>
Based upon the foregoing, we are of the opinion that:
1. The Company is a duly organized, validly existing corporation under the
laws of the state of Nevada.
2. The Shares of the Company to be offered pursuant to the Prospectus forming
a part of the Registration Statement are validly authorized and, when sold,
will be validly issued, fully paid and non-assessable under the law of
Nevada.
We hereby consent to the reference to our firm in the "Legal Matters"
section of the Prospectus and to the inclusion of this opinion as an Exhibit to
the Registration Statement.
DUNCAN, BLUM & ASSOCIATES
By: /s/ Carl N. Duncan
Carl N. Duncan, Managing Partner
