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EXHIBIT 5
OPINION AND CONSENT OF COUNSEL
January 12, 2001
VerticalBuyer, Inc.
235 West 56th Street, #17B
New York, New York 10019
Gentlemen:
We have examined the Registration Statement on Form S-8 of
VerticalBuyer, Inc., a Delaware corporation (the "Registrant"), to be filed with
the Securities and Exchange Commission (the "Registration Statement"), relating
to the registration under the Securities Act of 1933, as amended, of 50,000
shares of the Company's common stock, $.001 par value per share (the "Common
Stock"), under the Consulting Agreement with Daniel Ross (the "Agreement"). As
your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Common Stock pursuant to the
Agreement.
We are of the opinion that the shares of Common Stock, when issued and
sold in the manner described in the Agreement, will be legally and validly
issued, fully-paid and non- assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto.
Very truly yours,
/s/ KAPLAN GOTTBETTER & LEVENSON, LLP
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