EXHIBIT 5.1
November 29, 2000
Sitestar Corporation
16133 Ventura Boulevard, Suite 635
Encino, California 91436
Ladies/Gentlemen:
We have examined the Registration Statement on Form S-8 filed by
Sitestar Corporation, a Nevada corporation (the "Company") with the U.S.
Securities and Exchange Commission on November 29, 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 3,000,000 shares of Common Stock (the "Shares").
The Shares are to be issued upon stock options to be granted under the Company's
1998 Stock Option Plan (the "Plan")
As corporate counsel regarding of the Shares, we have examined the
Registration Statement, the Articles of Incorporation, the By-Laws and the Plan
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 when issued and sold in
compliance with applicable prospectus delivery requirements and the manner
referred to in the Plan and pursuant to the agreements which accompany to the
Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.
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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.
Respectfully submitted,
/s/ Sklar Warren Conway & Williams LLP
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SKLAR WARREN CONWAY & WILLIAMS LLP
