EX-5.1
OPINION OF HOFHEIMER GARTLIR & GROSS, LLP
[Letterhead of Hofheimer Gartlir & Gross, LLP]
December 4, 2000
SyCoNet.Com, Inc.
9105C Owens Drive
Manassas, VA 20111
Gentlemen:
Our firm is counsel for SyCoNet.Com, Inc., a Delaware corporation (the
"Company"), with respect to the registration statement on Form SB-2 (the
"Registration Statement"), which was filed by the Company with the Securities
and Exchange Commission for the purpose of registering 6,230,680 shares (the
"Shares") of Common Stock, par value $.0001 per share, of the Company under the
Securities Act of 1933, as amended (the "Act").
We have reviewed only the following documents (hereinafter collectively
referred to as the "Documents"): the Registration Statement and the Exhibits
thereto filed therewith or incorporated by reference; the Certificate of
Incorporation of the Company, as amended, filed with the Secretary of State of
Delaware; the By-Laws of the Company; and such records of the proceedings of the
Board of Directors of the Company as we deemed appropriate.
You should assume for the purpose of this opinion that our investigation
has been limited solely to a review of the Documents and that no further
investigation has been undertaken.
We have assumed, without investigation, the authenticity of the Documents,
the genuineness of all signatures on the Documents, the legal capacity of the
persons who executed the Documents, due authorization, valid execution, delivery
and acceptance of the Documents and the conformity to the originals of the
Documents which were submitted to us as copies. The scope and application of
this opinion is limited to the Federal Securities Laws and the laws of the State
of Delaware.
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No opinion is being rendered hereby with respect to the truth and accuracy,
or completeness of the Registration Statement or any portion thereof.
Based upon the foregoing, and subject to the qualifications which are set
forth herein, we are of the opinion that, as of the date hereof, the Shares have
been duly and validly authorized, the Shares already issued are duly and validly
issued and fully paid and nonassessable, and those Shares not yet issued when
issued will be duly and validly issued and fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Hofheimer Gartlir & Gross, LLP
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