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EXHIBIT 5.1
[Letterhead of Thomas J. Mazzarisi, Esq.]
July 20, 2000
JagNotes.com Inc.
1415 Wyckoff Road
Farmingdale, New Jersey 07727
Re: Issuance of Shares Pursuant to Registration Statement on Form SB-2
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Ladies and Gentlemen:
I have acted as counsel to JagNotes.com Inc., a Nevada corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of a Registration Statement on Form SB-2 (the
"Registration Statement") of 19,453,571 shares (including up to 4,453,571 shares
which may be issuable upon the exercise of certain stock purchase warrants and a
stock option and up to 5,000,000 shares issuable upon the conversion of a
$2,500,000 8% Convertible Debenture) of the Company's common stock, par value
$0.00001 per share.
In so acting, I have examined originals, or copies certified or otherwise
identified to my satisfaction, of the Certificate of Incorporation of the
Company and the By-Laws of the Company, each as amended, and such other
documents, records, certificates and other instruments of the Company as in my
judgment are necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares have been duly
authorized by the Company and, when issued and paid for, will be duly and
validly issued and fully paid and non-assessable.
The foregoing opinion is limited to the laws of the State of New York, the
General Corporation Law of the State of Nevada and the federal laws of the
United States of America.
I consent to the use of this opinion as an exhibit to the Registration Statement
and to the use of my name under the caption "Legal Matters" in the Registration
Statement. This opinion is limited solely to the matter set forth herein and is
delivered to you only with regard to, and is intended for use solely in
connection with, the Registration Statement and any amendments thereto.
Very truly yours,
/s/ Thomas J. Mazzarisi
