VANDERKAM & SANDERS
440 LOUISIANA, #475
HOUSTON, TX 77002
713-547-8900 PHONE
713-547-8910 FACSIMILE
July 21, 2000
TCOM Ventures Corporation
5299 DTC Blvd, #1120
Englewood, CO 80111
Re: Form S-8 Registration Statement
Gentlemen:
You have requested that we furnished you our legal opinion with respect to
the legality of the followed described securities of TCOM Ventures Corporation
(the "Company") covered by a Form S-8 Registration Statement, as amended through
the date hereof (the "Registration Statement"), filed with the Securities and
Exchange Commission for he purpose of registering such securities under the
Securities Act of 1933:
1. 3,000,000 shares of common stock, $.001 par value (the "Shares")
issuable pursuant to the Amended and Restated 2000 Non-qualified Stock
Option Plan.
In connection with this opinion, we have examined the corporate records of
the Company, including the Company's Articles of Incorporation, Bylaws, and the
Minutes of its Board of Directors and Shareholders meetings, the Agreement, the
Registration Statement, and such other documents and records as we deemed
relevant in order to render this opinion.
Based on the foregoing, it is our opinion that, after the Registration
Statement becomes effective and the Shares have been issued and delivered as
described therein, the Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with Securities and
Exchange Commission as an exhibit to the Registration Statement and further
consent to statements made therein regarding our firm and use of our name under
the heading "Legal Matters" in the Prospectus constituting a part of such
Registration Statement.
Sincerely,
VANDERKAM & SANDERS
/s/ Vanderkam & Sanders
