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Exhibit 5
Opinion of Klehr Harrison
[LETTERHEAD OF KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP]
June 30, 2000
Board of Directors
Net Value Holdings, Inc.
1085 Mission Street
San Francisco, CA 94103
RE: Registration Statement on Form S-1
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Gentlemen:
We have acted as counsel to Net Value Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-1 (the "Registration Statement") being filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to (i) the resale of up to 636,666 shares of the Company's common stock,
par value $.001 per share (the "Common Stock"), which were issued upon
conversion of convertible debentures of the Company in the aggregate principal
amount of $1,500,000 (the "Debentures"), and (ii) the resale of up to 4,942,238
shares of Common Stock issuable upon conversion of up to 4,942,238 shares of the
Company's Series C Convertible Preferred Stock (the "Series C Shares") and the
exercise of related warrants (the "Warrants").
In connection with this opinion, we have examined and relied upon the
original or copies of (i) the Certificate of Incorporation and the By-laws of
the Company, (ii) minutes and records of the corporate proceedings with respect
to the issuance of the Common Stock, the Debentures and the Series C Shares, and
(iii) such other documents as we have deemed necessary as a basis for the
opinion hereinafter set forth.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein that were not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
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This opinion is limited to the laws of the State of Delaware and we
express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that (i)
the shares of Common Stock issued on conversion of the Debentures were validly
issued, are fully paid and non-assessable, and (ii) the shares of Common Stock
issuable on conversion of the Series C Shares and on exercise of the Warrants,
when issued in accordance with the terms of the Series C Shares and the Warrants
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Klehr, Harrison, Harvey, Branzburg & Ellers, LLP
