EXHIBIT 5.1
December 5, 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 30,000 shares of the Company's
common stock, par value $.001 per share (the "Common Stock"), which are issuable
pursuant to the Letter Agreement with Wauson & Associates, P.C. (the "Letter
Agreement").
We have examined the Letter Agreement, 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 15,000
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.
