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Exhibit 5.1
Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022
July 21, 2000
Infinite Technology Group Ltd.
77 Jericho Turnpike
Mineola, New York 11501
Ladies and Gentlemen:
We are acting as counsel for Infinite Technology Group Ltd., a New York
corporation (the "Company"), in connection with the Company's Registration
Statement of Form S-1 (Registration No. 333-88737) (the "Registration
Statement"), filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purposes of registering
under the Act up to 1,830,000 shares of common stock (the "Shares"), par value
$0.01 per share, of the Company (including 225,000 shares that are subject to
sale by the Company pursuant to the underwriters' over-allotment option and
105,000 shares issuable upon exercise of Representatives' Warrants).
In this connection, we have examined the corporate records of the
Company, including its certificate of incorporation, bylaws and minutes of
meetings of its directors and shareholders. We have also examined the
Registration Statement, together with the exhibits thereto, and such other
documents as we have deemed necessary for the purposes of expressing the
opinions contained herein. With respect to certain factual matters, we have
relied on statements of officers of the Company.
Based upon the foregoing, we are of the opinion that the Shares to be
offered and sold by the Company, when issued, sold and delivered as described in
the Registration Statement, will be duly authorized and validly issued, fully
paid and nonassesable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus forming a
part of the Registration Statement under the caption "Legal Matters."
Very truly your,
/s/ Baer Marks & Upham LLP
