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EXHIBIT 5.1
December 20, 2000
JagNotes.com Inc.
226 West 26th Street
Studio D
New York, New York 10001
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to JagNotes.com Inc., a Nevada corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8, including the exhibits thereto (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), for the
registration by the Company of 3,645,556 shares (the "Shares") of Common Stock,
par value $.00001 per share, which may be issued under the Company's 1999
Long-Term Incentive Plan (the "Plan").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Plan, the Articles of Incorporation of the Company, the By-Laws
of the Company, and such other documents, records and other instruments of the
Company as in our judgment are necessary or appropriate for purposes of this
opinion. We have assumed in rendering our opinion that the Plan and all
amendments thereto have been duly and validly adopted by the Company.
Based upon the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Nevada.
2. The Shares, when issued pursuant to options duly and validly granted
in accordance with the terms of the Plan, and for a consideration per Share of
not less than the par value per Share, will be duly authorized, validly issued,
fully paid and non-assessable.
We are expressing the opinions above as members of the Bar of the State
of New York and express no opinion as to any law other than the General
Corporation Law of the State of Nevada.
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We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are acting within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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Morgan, Lewis & Bockius LLP
