Exhibit 5.1
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[letterhead of Perley-Robertson, Hill and McDougall LLP]
Lawyers/Patent & Trademark Agents
Avocats/Agents de brevets et de marques de commerce
December 7, 2000
E-Cruiter.com Inc.
360 Albert Street, Suite 1510
Ottawa, Ontario
CANADA K1R 7X7
Dear Sirs:
We have acted as counsel to E-Cruiter.com Inc. (the "Company"), a corporation
organized under the laws of Canada, in connection with the preparation of a
registration statement on Form S-8, (as the same may be amended, the
"Registration Statement") relating to the offer and sale of shares of common
stock of the Company, without par value (the "Common Shares) to be issued
pursuant to the exercise of options granted or to be granted under the
E-Cruiter.com Inc. 1997 Key Employee Stock Option Plan (the "1997 Plan") and the
E-Cruiter.com Inc. 1999 Employee and Director Stock Option Plan (the "1999
Plan"). The aggregate of 356,983 Common Shares which may be issued pursuant to
the exercise of options granted under the 1997 Plan and the aggregate of
1,150,000 Common Shares which may be issued pursuant to the exercise of options
granted or to be granted under the 1999 Plan are collectively referred to herein
as the "Option Shares".
We have examined originals or copies (certified or otherwise identified to our
satisfaction) of the Articles of Incorporation and By-laws of the Company, the
1997 Plan, the 1999 Plan, the Registration Statement, the resolutions adopted by
the Company's Board of Directors and its shareholders authorizing the 1997 Plan
and the 1999 Plan, and other records and documents that we have deemed necessary
for the purpose of this opinion. We have also examined such other documents,
papers, statutes and authorities as we have deemed necessary to form a basis for
the opinion hereinafter expressed. We have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us. As to various questions of fact material to our opinion, we have relied on
statements and certificates of officers and representatives of the Company and
others.
<PAGE>
Based on the foregoing and subject to the assumptions and qualifications stated
herein, we are of the opinion that the 1997 Plan and the 1999 Plan have been
duly authorized by all necessary corporate action of the Company and, upon
issuance of the Option Shares in accordance with the terms of the 1997 Plan or
the 1999 Plan, as applicable, and payment of the exercise price relating
thereto, such Option Shares shall be validly issued, fully paid and
non-assessable.
We give no opinion as to the application of the laws of any jurisdiction other
than the province of Ontario.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to any and all references to our firm in the
prospectuses which are a part of the Registration Statement. In giving such
consent we do not thereby admit that we are within the category of persons whose
consent is required under section 7 of the Securities Act of 1933, as amended
and the rules and regulations promulgated thereunder.
This opinion is to be used solely for the purpose of the registration of the
Option Shares and may not be used for any other purpose.
Yours very truly,
/s/ Perley-Robertson, Hill & McDougall LLP
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