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EXHIBIT 5.1
May 8, 2000
Antra Holdings Group, Inc.
1515 Locust Street
Philadelphia, PA 19102
Re: Registration Statement on Form SB-2 under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to Antra holdings Group, Inc. (the
"Company"), a Delaware corporation, we have been asked to render this opinion in
connection with a Registration Statement on Form SB-2, being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, covering an aggregate of 10,166,665
shares (the "Shares") of Common Stock, $0.01 par value, which will be issuable
upon the exercise of convertible notes and warrants.
In connection with, and as the basis for, the opinion we render herein,
we have examined the Certificate of Incorporation and the By-Laws of the
Company, both as amended to date, the Registration Statement, corporate
proceedings of the Company relating to the granting of warrants and issuing of
convertible notes, and such other instruments and documents as we have deemed
relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished us as original or photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date in connection with the granting of
warrants and the issuing of convertible notes.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(2) The Shares, when duly issued upon the due, timely and proper
exercise of warrants or conversion of convertible notes, in accordance with the
respective terms thereof, will be duly and validly authorized and fully paid and
non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT, P.C.
