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Exhibit 5.1
[MORSE, ZELNICK, ROSE & LANDER, LLP LETTERHEAD]
(212) 838-1177
September ___, 2000
AdStar.com, Inc.
4553 Glencoe Avenue, Suite 325
Marina del Rey
California 90292
Dear Sirs:
We have acted as counsel to AdStar.com, Inc., a Delaware corporation (the
"Company") in connection with the preparation of a registration statement on
Form SB-2, (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), to register
the offering by the Company of (i) 2,000,000 shares of common stock (and the
offering of an additional 300,000 if the over-allotment option is exercised in
full); (ii) the managing underwriter's warrants and (iii) 200,000 shares of
common stock issuable upon exercise of the managing underwriter's warrants and
any and all amendments to the Registration Statement, and any Registration
Statements for any additional shares of common stock, managing underwriter's
warrants and shares underlying those additional warrants, pursuant to Rule
462(b) of the Act.
In this regard, we have reviewed the Certificate of Incorporation of the
Company, as amended, resolutions adopted by the Company's Board of Directors,
the Registration Statement, the proposed form of managing underwriter's
warrants, the other exhibits to the Registration Statement and such other
records, documents, statutes and decisions as we have deemed relevant in
rendering this opinion. Based upon the foregoing, we are of the opinion that:
Each share of common stock being offered, (including any shares issued on
exercise of the over-allotment option) the managing underwriter's warrant
and the common stock underlying those warrants being offered pursuant to
the Registration Statement and all amendments thereto and any Registration
Statements pursuant to Rule 462(b) of the Act for additional shares of
common stock, managing underwriter's warrants and the shares underlying
those additional warrants have been duly and validly authorized for
issuance and
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AdStar.com, Inc.
September ___, 2000
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when issued as contemplated by the Registration Statement or upon exercise
of the managing underwriter's warrants will be legally issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and any and all amendments thereto, and any Registration
Statements pursuant to Rule 462(b) of the Act. In giving such opinion, we do not
thereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules or regulations of the
Securities and Exchange Commission thereunder. Members of this firm or their
affiliates own an aggregate of 82,371 shares of common stock of the Company.
Very truly yours,
MORSE, ZELNICK, ROSE & LANDER, LLP
