EXHIBIT 5.1
[Letterhead of Silicon Valley Law Group]
June 7, 2000
Nettaxi.com
1696 Dell Avenue
Campbell, CA 95008
Re: Form S-1 Registration Statement
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-1 (File No. 333-36826) originally filed by Nettaxi.com (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, on June 7, 2000 (such Registration Statement as amended
from time to time is referred to herein as the "Registration Statement"). The
Registration Statement relates to the registration of shares of the Company's
Common Stock, $0.001 par value per share, which may be offered for resale by
certain parties listed therein (the "Shares"). The Shares are issued or
issuable upon exercise of the Company's warrants held by the parties listed in
the Registration Statement. We understand that the Shares are to be offered and
sold in the manner described in the Registration Statement.
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization and preparation for issuance of the
shares. We have examined all such documents as we consider necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and when issued and delivered by the Company, following exercise
of applicable warrants in accordance with the terms of such warrants, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the Registration Statement.
Very truly yours,
/s/ Silicon Valley Law Group
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