Exhibit 5.1
[LETTERHEAD OF CANE & COMPANY, LLC]
September 8, 2000
First ecom.com, Inc.
8th Floor Henley Building
5 Queen's Road Central
Hong Kong
Attention: Michael Roth, Vice President Legal
Re: First ecom.com, Inc., Registration Statement on Form S-8
Dear Sir:
We have acted as counsel for First ecom.com, Inc., a Nevada corporation (the
"Company"), in connection with the preparation of the registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Act"), relating to the offering of certain stock options for
the purchase of the Company's common stock issued through its Incentive Stock
Option Plan (the "Plan"). This opinion is being furnished pursuant to Regulation
S-K, Item 601 under the Act.
In rendering the opinion set forth below, we have reviewed: (a) the Registration
Statement dated September 11, 2000 and the exhibits thereto; (b) the Company's
Articles of Incorporation; (c) the Company's Bylaws; (d) certain records of the
Company's corporate proceedings as reflected in its minute books; (e) the Plan
and a sample stock option agreement, and (f) such statutes, records and other
documents as we have deemed relevant. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and conformity with the originals of all documents submitted to us
as copies thereof. In addition, we have made such other examinations of law and
fact as we have deemed relevant in order to form a basis for the opinion
hereinafter expressed.
Based upon the foregoing, we are of the opinion that the common stock to be
issued under the Plan will, when sold, be legally issued, fully paid and
non-assessable. This opinion is based on Nevada general corporate law.
Very truly yours,
CANE AND COMPANY, LLC
/s/ Michael A. Cane
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Michael A. Cane, attorney and
Managing Member
*Licensed Nevada, California, Washington and Hawaii State Bars
** British Columbia Bar only; ***California Bar only
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First ecom.com, Inc.
September 8, 2000
Page 2
We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement and to all references to this Firm in the Registration Statement.
Very truly yours,
CANE AND COMPANY, LLC
/s/ Michael A. Cane
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Michael A. Cane, attorney and
Managing Member
