June 20, 2000
E-commerce Group, Inc.
856 15th Street
North Vancouver, BC
V7P 1M6
Gentlemen;
We have acted as securities counsel for E-commerce Group, Inc.
("ECGM" or the "Company"). You have asked us to render this
opinion to E-commerce Group, Inc.
You have advised that:
1. E-commerce Group, Inc. is current in its reporting
responsibilities to the Securities and Exchange Commission as
mandated by the Securities Exchange Act of 1934, as amended
2. Daniel G. Chapman and Sean P. Flanagan have acted as legal
counsel on behalf of the Company.
3. E-commerce Group, Inc. has agreed to issue its common stock
to the above-named individuals as compensation for their services
on behalf of E-commerce Group, Inc.
4. The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors
of E-commerce Group, Inc. These shares shall be registered
pursuant to a Registration Statement on Form S-8.
We have read such documents as have been made available to us.
For purposes of this opinion, we have assumed the authenticity of
such documents.
Based on the accuracy of the information supplied to us, it is
our opinion that E-commerce Group, Inc. may avail itself of a
Registration Statement on Form S-8, and is qualified to do so. It
is our further opinion that the above-named individuals are
proper persons qualified to receive shares which are registered
in a Registration Statement on Form S-8.
We consent to the use of this letter in the Registration
Statement filed on Form S-8.
Sincerely,
/s/ Chapman & Flanagan,
Ltd.
Chapman & Flanagan, Ltd.
