EXHIBIT 5.1
July 3, 2000
ClearWorks.net, Inc.
2450 Fondren, Suite 200
Houston, Texas 77063
Gentlemen:
We have acted as counsel to ClearWorks.net, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended. The Registration Statement relates to an aggregate of 988,896 shares of
the Company's common stock, par value $.001 per share (the "Common Stock"),
which are issuable pursuant to the Company's 2000 Stock Bonus Plan (the "Plan").
We have examined the Plan, such corporate records, documents, instruments
and certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
Based on such examination and review and on representations made to us by
the officers and directors of the Company, we are of the opinion that 988,896
shares of Common Stock to be offered pursuant to the Registration Statement are
validly issued, fully-paid and nonassessable outstanding shares of Common Stock.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters" in
the Prospectus included in the Registration Statement
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
PORTER & HEDGES, L.L.P.
