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EXHIBIT 5
October 16, 2000
Wall Street Strategies Corporation
80 Broad Street
New York, NY 10004
Ladies and Gentlemen:
We have acted as counsel to Wall Street Strategies Corporation (the
"Company") in connection with the registration by the Company of up to 1,537,594
shares of the Company's common stock, par value $0.001 per share (the "Common
Stock"),
of which 117,500 shares of Common Stock (the "Shares") are
currently issued and outstanding;
of which up to 1,165,094 shares of Common Stock are issuable
upon the conversion of ten shares of the Company's 8% Series A
Convertible Preferred Stock, par value $0.001 per share (the "Preferred
Stock"); and
of which 255,000 shares of Common Stock are issuable upon the
exercise of certain warrants (the "Warrants") and options (the
"Options") (the shares of Common Stock issuable upon the conversion of
the Preferred Stock and the exercise of the Warrants and the Options
are herein collectively referred to as the "Underlying Shares") .
A Registration Statement on Form SB-2 under the Securities Act of 1933,
as amended, covering the Shares and the Underlying Shares has been filed with
the Securities and Exchange Commission.
In connection herewith we have examined and relied as to matters of
fact upon such certificates of public officials, such certificates of officers
of the Company and originals or copies certified to our satisfaction of the
Articles of Incorporation and the Bylaws of the Company (each amended through
the date hereof), proceedings of the Board of Directors of the Company and other
corporate records, documents, certificates and instruments as we have deemed
necessary or appropriate in order to enable us to render the opinion expressed
below.
In rendering the following opinion, we have assumed the genuineness of
all signatures on all documents examined by us, the authenticity of all
documents submitted to us as originals and the conformity to authentic originals
of all documents submitted to us as certified or photostatted copies, and we
have relied as to matters of fact upon statements and certifications of officers
of the Company. In addition, we have assumed that the certificates for the
Underlying Shares will conform to the specimen thereof examined by us and will
be duly registered and countersigned by the Company's transfer agent.
Based on the foregoing, we are of the opinion that the Shares and the
Underlying Shares are duly and validly authorized and, in the case of the
Shares, validly issued, fully paid and non-assessable and, in the case of the
Underlying Shares, when issued upon conversion of the Preferred Stock and
exercise of the Warrants and the Options, each in accordance with their terms,
will be validly issued, fully paid and non-assessable. We hereby consent to the
filing of this opinion as Exhibit 5.1 to the aforesaid Registration Statement on
Form SB-2 and to the use of our name under the caption "Legal Matters" in the
Prospectus filed as a part thereof.
Very truly yours,
/s/
Bryan Cave LLP
