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Exhibit 5.1
[Letterhead of Troy & Gould Professional Corporation]
January 12, 2001
PCSupport.com, Inc.
3605 Gilmore Way, Suite 300
Burnaby, B.C., Canada V5G 4X5
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
At your request, we have examined the Registration Statement on Form S-8
(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 1,500,000 shares of the Company's common stock (the "Shares")
issuable upon the exercise of certain stock options.
We are familiar with the corporate proceedings heretofore taken or proposed
to be taken by the Company in connection with the 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 the Shares have been duly
and validly authorized and, when issued in accordance with the options relating
thereto, will be duly and validly issued, fully paid and nonassessable.
We consent to the use of our name in Item 5 of Part II of the Registration
Statement, and 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 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
Troy & Gould Professional Corporation
