EXHIBIT 5.1
July 12, 2000
Sitestar Corporation
16133 Ventura Boulevard, Suite 635
Encino, California 91 136
Ladies/Gentlemen:
We have examined the Registration Statement on Form SB-2 filed by you with
the U.S. Securities and Exchange Commission on June 20, 2000 (together with any
pre-effective and post-effective amendments, the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of an aggregate of 3,857,273 shares of Common Stock (the "Shares").
The Shares are to be issued upon: (i) conversion of those certain 12% Secured
Convertible Debentures of Sitestar Corporation, a Nevada corporation (the
"Company "), dated as of May 11, 2000 in the aggregate principal amount of
$500,000 (the "Debentures"), and (ii) 50,000 Shares to be issued upon exercise
of certain outstanding warrants to purchase Common Stock (the "Warrants").
As Special Nevada Counsel corporate counsel regarding the issuance of the
Shares, we have examined the Registration Statement, the Articles of
Incorporation and By-Laws of the Company, each as amended to date. In addition,
we have examined originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, corporate records, certificates of public
officials and other instruments, as we have deemed necessary for the purpose of
rendering this opinion. In such examination, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals and the conformity
with originals of all documents submitted to us as copies (and the authenticity
of the originals of such copies), that there has been no substantial change in
the final documents from documents submitted to us as drafts and that all public
records reviewed are accurate and complete. As to factual matters, we have
relied upon the above-referenced certificates of officers of the Company and
have not independently verified the matters stated therein.
Based on the foregoing, and limited in all respects to applicable Nevada
law, we are of the opinion and advise you that the Shares have been duly
authorized for issuance by all necessary corporate action on the part of the
Company and, upon payment and receipt of the consideration specified in the
Registration Statement, the issuance and delivery of the Shares in accordance
with the terms of the Debentures and the Warrants and the countersigning of the
certificate or certificates representing the Shares by a duly authorized officer
of the registrar of the Company's Common Stock, the Shares will be validly
issued, fully paid and nonassessable.
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Sitestar Corporation
July 12, 2000
Page 2
The opinions expressed herein: (i) are limited to the matters set forth
herein, and no other opinion should be inferred beyond the matters expressly
stated; (ii) are subject to the qualification that we express no opinion as to
the laws of any jurisdiction other than the laws of the State of Nevada; and
(iii) concern only the effect of the laws (excluding the principles of conflict
of laws) of the State of Nevada as currently in effect. We assume no obligation
to supplement this opinion if any applicable laws change after the date hereof
or if we become aware of any facts that might change this opinion expressed
herein after the date hereof.
In addition, the opinions expressed herein are for the benefit of the
persons to whom this opinion is addressed and, without our prior written
consent, may not be quoted in whole or in part or otherwise referred to in any
legal opinion, document, or other report, and may not be furnished to any person
or entity. In addition, we hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and to the reference to our firm in
the Registration Statement as "Special Nevada corporate counsel regarding the
issuance of the Shares".
Respectfully submitted,
/s/ SKLAR WARREN CONWAY & WILLIAMS LLP
SKLAR WARREN CONWAY & WILLIAMS LLP
