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EXHIBIT 5.1
August 3, 2000
blaxxun interactive, inc.
1550 Bryant Street, Suite 770
San Francisco, CA 94103
Ladies and Gentlemen:
We have acted as counsel to blaxxun interactive, inc., a Delaware
corporation (the "Company"), in connection with proceedings being taken to
register under the Securities Act of 1933, as amended, up to 6,500,000 shares of
the Company's Common Stock, $.005 par value per share (the "Common Stock")
pursuant to a Registration Statement on Form S-1 (File No. 333-34316) (the
"Registration Statement"), which includes 750,000 shares which may be sold
upon exercise of the underwriters' overallotment option described in the
Registration Statement.
As such counsel, we have examined (i) certain corporate records of the
Company, including its Amended and Restated Certificate of Incorporation, its
Amended and Restated Bylaws, stock records and Minutes of Meetings of its Board
of Directors; (ii) a Certificate of the Secretary of State of the State of
Delaware as to the legal existence of the Company; and (iii) such other
documents as we have deemed necessary as a basis for the opinions hereinafter
expressed.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is a validly existing corporation under the laws
of the State of Delaware.
2. The Company, as of the effective date of the foregoing Amended
and Restated Certificate of Incorporation will be authorized
to issue 100,000,000 shares of Common Stock, par value $.005
per share and 1,000,000 shares of Preferred Stock, par value
$.01 per share.
3. When issued and sold under the circumstances contemplated in
the Registration Statement, the 5,750,000 shares of Common
Stock offered by the Company will be duly authorized, validly
issued, fully paid and nonassessable.
4. When sold under the circumstances contemplated in the
Registration Statement, the 750,000 shares of Common Stock
offered by the Selling Shareholders, identified in the
prospectus, will be duly authorized, validly issued, fully
paid and nonassessable.
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blaxxun interactive, inc.
August 3, 2000
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation
