August 10, 2000
Poker.com, Inc.
#1502 - 1166 Alberni Street
Vancouver, British Columbia
Canada V6E 3Z3
Gentlemen:
Re: Poker.com, Inc. - Form S-8 Registration
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We have acted as counsel to Poker.com, Inc.(the "Company") for the
purpose of rendering this opinion. We have examined originals or copies of:
(a) The Plan (as hereafter defined);
(b) a resolution of the Company's directors dated October 27, 1999 approving
the Plan;
(c) Articles of Incorporation and By-Laws of the Company;
(d) Certificate of Status dated August 10, 2000 from the Florida Secretary
of State (the "Certificate of Status"); and
(e) the minute books of the Company,
(the "Documents").
We have assumed the genuineness of all signatures on the Documents,
the authenticity of all documents submitted to us as originals and the
conformity with their originals of all documents submitted to us as copies.
In connection with the Registration Statement on Form S-8 being filed
by the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to the registration of 470,000 shares of the
Company's Common Stock, to be offered under the Company's 1998 Stock Option Plan
(the "Plan"), and based on a review of the Documents, we are of the opinion
that:
1. The Company is a corporation organized and existing under the laws of the
State of Florida and is in good standing with respect to the filing requirements
of its annual reports.
2. All necessary corporate action has been taken to authorize the
establishment of the Plan with a resolution authorizing the issuance of 470,000
shares of the Company's Common Stock under the Plan.
3. The shares of the Company's Common Stock, when issued in accordance with
the Plan, will be issued as fully paid non-assessable shares of Common Stock of
the Company.
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Our opinion expressed in paragraph 1 is based solely upon the
Certificate of Status.
In respect of the opinion expressed in paragraph 2, we have assumed
that the corporate authority granted to corporations under the corporate laws of
the state of Florida are the same as the corporate authority granted to
corporations under the laws of the state of California.
We hereby consent to the filing of a copy of this opinion as an
exhibit to the Registration Statement referred to above.
We are qualified to practice law only in the Province of British
Columbia and the State of California and we express no opinion herein as to laws
other than the laws of the said jurisdictions and the federal laws of Canada and
the United States applicable therein as of the date hereof. We do not undertake
to advise you or anyone else of any changes in the opinions expressed herein
resulting from changes in law, changes in facts or any other matters that
hereafter might occur to be brought to our attention that did not exist on the
date hereof and of which we had no knowledge.
Yours truly,
CLARK, WILSON
