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EXHIBIT 5.1
[LETTERHEAD OF JACKSON & CAMPBELL, P.C.]
September 12, 2000
Enterprises Solutions, Inc.
140 Wood Road, Suite 200
Braintree, MA 02184
Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of Enterprises Solutions, Inc., a Nevada corporation
(the "Company"), filed with the Securities and Exchange Commission (the
"Commission") in accordance with the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations under the Act (the "Rules"), we have been
requested by the Company to furnish our opinion as to the legality of up to
1,000,000 shares of Common Stock, par value $.001 per share, of the Company (the
"Shares") registered under the Registration Statement reserved for issuance
under the Company's 2000 Restricted Stock Plan (the "Plan").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"): (i) the Registration Statement on
Form S-8 (Registration No. 000-28195), (ii) the Articles of Incorporation of the
Company, as amended on or before today's date, (iii) the By-Laws of the Company,
as amended on or before today's date, (iv) the Plan and (v) those corporate
records, agreements and other instruments of the Company, and all other
certificates, agreements and documents, that we have considered relevant and
necessary as a basis for the opinion expressed in this letter.
In our examination of the Documents, we have assumed, without
independent investigation, the genuineness of all signatures, the enforceability
of the Documents against each party to them, the legal capacity of all
individuals who have executed any of the Documents, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, photostatic, reproduced or conformed
copies of valid existing agreements or other documents and the authenticity of
all these latter documents. As to certain matters of fact, we have relied on
representations, statements or certificates of officers of the Company.
Based upon the above, and subject to the stated assumptions, we are of
the opinion that, when issued in accordance with the terms of the Plan, the
Shares will be duly authorized, validly issued, fully paid and non-assessable.
Please be advised that no attorney employed by this firm is admitted to
practice in the State of Nevada. As to all matters of Nevada law, we have relied
on the opinion of Michael Morrison, Esq.
Very truly yours,
/s/ JACKSON & CAMPBELL, P.C.
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JACKSON & CAMPBELL, P.C.
