EXHIBIT 5.1
Marshall Hill Cassas & de Lipkau
-- Lawyers --
333 Holcomb Ave., Suite 300
Reno, NV 89502
Kidstoysplus.com, Inc.
2924 Cliffe Avenue
Courtney, British Columbia V9N 2L7
CANADA
Re: Kidstoysplus.com, Inc.
Ladies and Gentlemen:
We are delivering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Kidstoysplus.com, Inc.,
a Nevada corporation (the "Company") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, with respect
to 3,500,000 shares of its common stock ("Shares") issuable to certain past and
present employees, officers, directors and consultants to the Company of which
(i) 2,000,000 Shares are issuable upon the exercise of outstanding options
granted pursuant to three consulting agreements outside the Company's 1999 Stock
Option Plan (the "Plan"), (ii) 775,000 Shares are issuable upon exercise of
outstanding options granted pursuant to the Plan, and (iii) 725,000 Shares that
are not yet subject to outstanding options granted under the Plan to
participants. The three consulting agreements, as amended (the "3 Consulting
Agreements") are between the Company and Brian C. Doutaz, Albert R. Timke and
Gerald W. Williams (the "Consultants").
In connection with the opinions rendered in this letter, we have examined
the following documents:
a. Copy, certified by the Nevada Secretary of State, of the Articles of
Incorporation of the Company filed in the office of the Nevada
Secretary of State on February 4, 1999;
b. Certificate of Existence for the Company issued by the Nevada
Secretary of State on May 15, 2000;
c. Copy of the Registration Statement;
d. Copy of the Company's Bylaws;
e. Copy of the Consent of Shareholders In Lieu of Special Meeting of the
Company (a "Consent of Shareholders") dated April 1, 1999 approving
the Consulting Agreements with Brian C. Doutaz and Albert R. Timcke;
f. Copy of the Consent of Shareholders dated May 1, 1999 approving the
Consulting Agreement with Gerald Williams;
g. Copy of the Consent of Directors In Lieu of Special Meeting of the
Company (a "Consent of Directors") dated May 19, 1999 approving the
Plan;
h. Copy of the Consent of Directors dated March 21, 2000 approving the
grant of stock options pursuant to the plan totaling 350,000 shares at
$1.625/share to Timothy J. Anderson and Axel T. Miedbrodt;
i. Copy of the Consent of Directors dated April 5, 2000 changing the
exercise price of the Timothy J. Anderson and Axel T. Miedbrodt
options to purchase shares at $1.00/share;
j. Copy of the Consent of Directors dated June 15, 2000 reiterating its
grant and repricing of the options to Timothy J. Anderson and Axel T.
Miedbrodt and approving the grant of stock options to Mark McFarland
for 200,000 shares at $0.4375/share pursuant to the Plan;
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k. Copy of the Consent of Directors dated June 14, 2000 ratifying the
three Consulting Agreements with the Consultants and ratifying the
First Amended and Restated Consulting Agreement with Brian C. Doutaz;
l. Copies of the Consulting Agreements;
m. Copy of the Consent of Directors dated May 15, 2000 approving the
Original Consulting Agreement and the First Amended And Restated
Consulting Agreement with Mr. Doutaz;
n. Copy of the executed First Amended And Restated Consulting Agreement
dated as of May 15, 2000 between the Company and Brian C. Doutaz; and
o. Three Stock Option Agreements dated June 15, 2000 between the Company
and Mark McFarland, Axel T. Miedbrodt and Timothy J. Anderson entered
into pursuant to the Plan (the "3 Stock Option Agreements").
In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers of
the Company and the facts stated in the documents listed above. We have also
assumed that the Shares will be sold in accordance with the terms and conditions
set forth in the 3 Consulting Agreements, the Plan and the 3 Stock Option
Agreements, as established by the authorizing resolutions adopted by the
Company's Board of Directors in accordance with such resolutions.
Based on the foregoing and having due regard for such legal questions as we
have deemed relevant, we are of the opinion that the Shares have been duly
authorized by all requisite corporate action and, upon issuance, delivery and
payment pursuant to the terms of the 3 Consulting Agreements, the 3 Stock Option
Agreements and the Plan, the Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above.
Sincerely,
Marshall Hill Cassas & de Lipkau
/s/ John P. Fowler
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John P. Fowler
JPF/lbe
