Exhibit 5.1
November 13, 2000
Advertain On-Line Inc.
341 Water St., 3rd Floor
Vancouver, B.C.
Canada V6B 1B6
Re: Advertain On-Line Inc.
Amendment No. 1 to the Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as special counsel to Advertain On-Line Inc. (formerly known
as Silverwing Systems Corporation), a Nevada Corporation (the "Company"), in
connection with the initial public offering by the Company of up to 1,000,000
units consisting of 1,000,000 shares of Common Stock, $0.001 par value, and
1,000,000 class A warrants exercisable into 1,000,000 shares of common stock at
$1.50 per share for a period of two years (the shares of common stock and the
shares of common stock underlying the warrants shall be collectively referred to
herein as the "Shares" and the class of stock shall be referred to herein as the
"Common Stock").
This opinion is being furnished in accordance with the requirements of Item
601(b)(23) of Regulation S-B under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form SB-2 (File No. 333-42732) as filed with the Securities and
Exchange Commission (the "Commission") on November 14, 2000 under the Act (the
"Registration Statement"); (ii) a specimen certificate representing the Common
Stock; (iii) Certificate of Amendment of the Articles of Incorporation, dated
August 18, 1999, presently in effect; (iv) certain resolutions of the Board of
Directors of the Company relating to the adoption of the Amended Articles of
Incorporation; and (v) certain resolutions of the Board of Directors of the
Company relating to the issuance and sale of the Shares and related matters. We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents , certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
<PAGE>
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 , conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the bar in the State of New York, and
we do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly authorized and will be validly issued, fully paid and
non-assessable when (i) the Registration Statement becomes effective; (ii) any
of those shares which have been issued on the form of certificate(s) in the same
form of the specimen certificates examined by us and have been manually signed
by an authorized officer of the transfer agent for the Common Stock and
registered by such transfer agent; and (iii) delivered to and validly paid for
by any and all purchasers of such shares.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Beckman, Millman & Sanders, LLP
