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EXHIBIT 5.1 Form of Legal Opinion
[LETTERHEAD OF KAPLAN GOTTBETTER & LEVENSON, LLP]
August 21, 2000
VerticalBuyer, Inc.
405 Lexington Avenue
New York, New York 10174
Re: VerticalBuyer, Inc.
Registration Statement on Form SB-2 for
5,275,000 Shares of Common Stock and 75,000 Class D Warrants
At your request, we have examined the Registration Statement on Form
SB-2 (the "Registration Statement") to be filed by VerticalBuyer, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") on or about August 21, 2000, in connection with
the registration under the Securities Act of 1933, as amended, of an aggregate
of 5,275,000 shares of the Company's Common Stock, of which 2,050,000 are
presently issued and outstanding (the "Shares"), and 3,225,000 of which are
issuable upon exercise of presently outstanding warrants (the "Warrant Shares"),
and 75,000 of the Company's Class D Warrants (the "Warrants"), all of which will
be sold or distributed by certain selling securityholders (the "Selling
Securityholders").
In rendering this opinion, we have examined the following:
o the Registration Statement, together with the Exhibits filed
as a part thereof or incorporated therein by reference;
o the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in the
Company's minute books;
o a certificate from the Company's transfer agent verifying the
number of the Company's issued and outstanding shares of
capital stock as of August ___, 2000, and
o a management certificate addressed to us and dated of even
date herewith executed by the Company containing certain
factual and other representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
authorization, execution and delivery of all documents where due authorization,
execution and delivery are prerequisites to the
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VerticalBuyer, Inc.
August 21, 2000
Page 2
effectiveness thereof.
We have also assumed that the certificates representing the Shares,
Warrants Shares and Warrants have been, or will be when issued, properly signed
by authorized officers of the Company or their agents.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from records and
documents referred to above. We have made no independent investigation or other
attempt to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; however, we are not
aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate. We are admitted to practice law in the State of New
York, and we render this opinion only with respect to, and express no opinion
herein concerning the application or effect of the laws of any jurisdiction
other than, the existing laws of the United States of America, of the State of
New York and, with respect to the validity of corporate action and the
requirements for the issuance of stock, of the State of Delaware.
Based upon the foregoing, it is our opinion that the Shares and
Warrants to be sold or distributed by the Selling Securityholders pursuant to
the Registration Statement are validly issued, fully paid and nonassessable and
that the Warrant Shares to be issued and sold by the Company, when issued, sold
and delivered in the manner and for the consideration stated in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement and any amendments thereto. This opinion speaks only as
of its date and we assume no obligation to update this opinion should
circumstances change after the date hereof. This opinion is intended solely for
use in connection with the issuance and sale of shares subject to the
Registration Statement and is not to be relied upon for any other purpose.
Very truly yours,
KAPLAN GOTTBETTER & LEVENSON, LLP
