EXHIBIT 5.1
Law Offices or
Eric P. Littman, P.A.
7695 S.W. 104th Street
Offices at Pinecrest
Suite 210
Miami, Florida 33156
Mark J. Bryn Telephone (305) 663-3333
of Counsel Facsimile: (305) 668-0003
Email: [email protected]
October 12. 2000
Ableauctions.com, Inc.
7303 East Earl Drive
Scottsdale, Arizona 85251
Re: Registration Statement on Form S-1 for Selling Shareholders
Ladies and Gentlemen:
We have acted as special counsel to Ableauctions.com, Inc., a Florida
corporation (the "Company"), in connection wit a Registration Statement on Form
S-1 (the "Registration Statement") to be filed on October 11, 2000, relating to
the resale of an aggregate of up to 5,515,154 Company common shares (the
"Shares") by certain swelling shareholders. The Shares were issued or are to be
issued by the Company and offered for resale by the following selling
shareholders: 1,641,085 shares by Silicon Capital Corp., including 1,094,057
shares of common stock owned of record directly and 547,028 shares of common
stock acquirable upon exercise of a warrant; 1,600,000 shares by Jaragua
Limited, including 800,000 shares of common stock owned of record directly and
800,000 shares of common stock acquirable upon exercise of a warrant; 400,000
shares by Triumph Management Limited, including 200,000 shares of common stock
owned of record directly and 200,000 shares of common stock acquirable upon
exercise of a warrant; 30,625 shares of common stock owned of record directly by
Mesler's Auction House of Scottsdale, LLC and 1,843,444 shares of common stock
owned of record directly by Dexton Technologies Corporation.
We have examined such documents and have reviewed such questions of law as we
have considered necessary and appropriate for the purposes of the opinions set
forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite actions
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
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Ableauctions.com, Inc.
October 12, 2000
Page 2
Based upon the foregoing, we are of the opinion that the Shares to be
issued to the Selling Shareholders under the terms of the Instruments have been
duly authorized and, upon issuance, delivery and payment therefore in accordance
with the terms of the Instruments as described in the Registration Statement,
will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the Florida Business Corporation
Act.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Eric P. Littman
Eric P. Littman
