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OPINION OF BUCHANAN INGERSOLL
EXHIBIT 5
Opinion of Buchanan Ingersoll Professional Corporation
October 4, 2000
Stonepath Group, Inc.
1085 Mission Street
San Francisco, CA 94103
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have participated in the preparation of a Registration Statement
(File Number 333-45162) on Form S-4 of Stonepath Group, Inc. (the "Company"), as
amended to the date of this letter (the "Registration Statement"), for the
purpose of registering under the Securities Act of 1933, as amended, shares of
the Company's Common Stock, par value $.001 per share (the "Common Stock"),
which may be issued to the stockholders of Net Value, Inc. ("NVI") in connection
with the merger (the "Merger") of Net Value Acquisition, Inc., a wholly-owned
subsidiary of the Company, into NVI, pursuant to an Agreement and Plan of Merger
(the "Merger Agreement"). As counsel to the Company, we have reviewed such
corporate records, certificates and other records as we have deemed necessary to
the opinion hereinafter set forth.
On the basis of the foregoing and our consideration of such other legal
and factual matters that we have deemed appropriate, we are of the opinion that
the Common Stock covered by the Registration Statement has been duly authorized
and, upon approval of the Merger by the stockholders of NVI and the filing of a
certificate of merger with respect to the Merger with the Secretary of State of
Delaware, the shares of Common Stock, when issued in accordance with the Merger
Agreement, will be legally-issued, fully-paid and non-assessable.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
BUCHANAN INGERSOLL PROFESSIONAL
CORPORATION
By: /s/ Joseph P. Galda
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Joseph P. Galda
