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[WINSTEAD SECHREST & MINICK P.C. LETTERHEAD]
EXHIBIT 5.1
OPINION REGARDING LEGALITY
August 2, 2000
Qorus.com, Inc.
11320 Random Hills Road
Suite 590
Fairfax, VA 22030
Gentlemen:
Qorus.com, Inc., a Florida corporation (the "Company") is today filing
with the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, with respect to the registration of 2,000,000 shares (the
"Shares") of common stock ("Common Stock"), $.001 par value per share, of the
Company which may hereafter be issued pursuant to the Qorus.com, Inc. 1999 Stock
Option Plan (the "Plan").
In rendering the opinions expressed herein, we have examined (i) the
Company's Articles of Incorporation and all amendments thereto, (ii) the
Company's Bylaws, as amended, (iii) the applicable minutes of meetings or
consents in lieu of meetings of the Company's board of directors (the "Board")
and stockholders, and (iv) such other corporate records and documents,
certificates of corporate and public officials and statutes as we have deemed
necessary for the purposes of this opinion. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all corporate records,
documents and instruments submitted to us as originals, the conformity to
original documents of all documents submitted to us as conformed, certified or
photostatic copies thereof, the authenticity of the originals of such
photostatic, certified or conformed copies, and compliance both in the past and
in the future with the terms of the Plan by the Company and its employees,
officers, the Board and any committees appointed to administer the Plan.
Based upon such examination and in reliance thereon, we are of the
opinion that upon the issuance of the Shares in accordance with the terms and
conditions of the Plan, including receipt prior to issuance by the Company of
the full consideration for the Shares (which consideration shall be at least
equal to the par value thereof), the Shares will be validly issued, fully paid
and nonassessable shares of Common Stock.
This firm consents to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ Bruce A. Cheatham
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Bruce A. Cheatham
