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EXHIBIT 5.1
May 31, 2000
2-Infinity.Com, Inc.
4828 Loop Central Drive
Suite 150
Houston, Texas 77081
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about June 1, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 4,440,000 shares of
your common stock, no par value per share ("Common Stock"), issued under
certain Restricted Stock Award Agreements. Such shares of Common Stock are
referred to herein as the "Shares," and the Restricted Stock Award Agreements
are referred to herein as the "Agreements." As your counsel in connection
with this transaction, we have examined the proceedings taken by you in
connection with the issuance of the Shares pursuant to the Agreements.
It is our opinion that, the Shares issued pursuant to the Agreements
are legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
/s/ Holme, Roberts & Owen LLP
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