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EXHIBIT 5.1
[LETTERHEAD OF TROY & GOULD PROFESSIONAL CORPORATION]
December 11, 2000
PCSupport.com, Inc.
3605 Gilmore Way, 3rd Floor
Burnaby, British Columbia, Canada V5G 4X5
Re: Registration Statement on Form SB-2
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At your request, we have examined the Registration Statement on Form SB-2
(the "Registration Statement") of PCSupport.com, Inc. (the "Company"), which has
been prepared for filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to 5,970,493 issued and outstanding shares of Common Stock of the
Company (the "Issued Shares") and 2,820,838 shares of Common Stock of the
Company (the "Underlying Shares") issuable upon the exercise of certain options
and warrants, as described in the Registration Statement. The Issued Shares and
the Underlying Shares (collectively, the "Shares") are to be offered for resale
by certain selling securityholders as described therein. Capitalized terms not
defined herein shall have the definitions ascribed to them in the Registration
Statement.
We are familiar with the corporate proceedings heretofore taken or proposed
to be taken by the Company in connection with the issuance, or authorization for
issuance, of the Shares. In addition, we have examined such records of the
Company as in our judgment were necessary or appropriate to enable us to render
the opinions expressed herein.
Based on the foregoing, it is our opinion that (i) the Issued Shares have
been duly and validly authorized and issued, are fully paid and nonassessable
and (ii) the Underlying Shares have been duly and validly authorized and, when
issued as provided in the warrants relating thereto, will be duly and validly
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. By giving you this opinion and consent, we do not admit that we are
experts with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the Act, or the
rules and regulations promulgated thereunder, nor do we admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Troy & Gould Professional Corporation
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Troy & Gould Professional Corporation
