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EXHIBIT 5.1
OPINION OF GERALD R. TURNER & ASSOCIATES, S.C.
AS TO THE LEGALITY OF THE COMMON STOCK
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[GERALD R. TURNER & ASSOCIATES, S.C. LETTERHEAD]
June 12, 2000
International Monetary Systems, Ltd.
16901 West Glendale Drive
New Berlin, Wisconsin 53151
Ladies and Gentlemen:
We have acted as counsel to International Monetary Systems, Ltd., a
Wisconsin corporation ("Company"), in connection with the proposed public
offering by the Company of 1,000,000 shares of its common stock, par value
$0.0001 per share ("Common Stock"). In connection with such proposed public
offering of Common Stock, the Company has filed with the Securities and Exchange
Commission a registration statement ("Registration Statement") on Form SB-2
(File No. 333-94597), relating to the registration of the Common Stock under the
Securities Act of 1933, as amended ("Securities Act"). Unless otherwise defined
herein, capitalized terms used in this opinion shall have the meanings set forth
in the Registration Statement identified in this paragraph.
The law covered by the opinions expressed herein is limited to the federal
laws of the United States and the laws of the State of Wisconsin.
In preparing this Opinion Letter, we have examined the Registration
Statement, including the articles of incorporation of the Company and the
underwriting agreement ("Managing Placement Agent Agreement"), between the
Company and J.E. Liss & Company, Inc., the underwriter of the proposed offering,
in each case as filed as exhibits to the Registration Statement. We have also
examined originals or photostatic, certified or conformed copies of all such
agreements, documents, instruments, corporate records, certificates of public
officials, public records and certificates of officers of the Company as we have
deemed necessary or appropriate in the circumstances. In addition to the
assumptions set forth in Section 4 of the Accord, we have relied upon factual
representations made to us by the Company (including the representations set
forth in the Managing Placement Agent Agreement).
Based upon such examination and review, we are of the opinion that the
shares of Common Stock proposed to be sold by the Company as provided in the
Registration Statement have been duly authorized for issuance and, subject to
the Registration Statement becoming effective under the Securities Act and to
compliance with applicable state securities laws, such shares of Common Stock,
when sold and delivered in accordance with the provisions of the Managing
Placement Agent Agreement and as described in the Registration Statement, will
be legally and validly issued, fully paid and non-assessable, except to the
extent of liability, if any, imposed under Section 180.0622(2) of the Wisconsin
Business Corporations Law for employee wages for a period not exceeding six
months in the case of any employee.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to us under the caption "Legal Matters" in the
Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ GERALD R. TURNER & ASSOCIATES, S.C.
GERALD R. TURNER & ASSOCIATES, S.C.
