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EXHIBIT 5.1
[LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]
November 28, 2000
Unity Emerging Technology
Venture One Ltd.
245 Fifth Avenue, Suite 1600
New York, New York 10016
Ladies and Gentlemen:
You have requested our opinion as counsel to Unity Emerging Technology
Venture One Ltd., a Delaware corporation (the "Company"), in connection with the
preparation and filing of the Company's Registration Statement on Form S-1,
Registration No. 333-36754 (the "Registration Statement") with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, covering
the registration thereunder of (i) 1,250,000 shares (the "Shares") of common
stock, $.0001 par value per share, of the Company (the "Common Stock"), (ii)
1,250,000 Class A redeemable warrants (the "Class A Warrants") to purchase an
identical number of shares of Common Stock and an identical number of Class B
Warrants (as hereinafter defined), (iii) 1,250,000 Class B redeemable warrants
(the "Class B Warrants") to purchase an identical number of shares of Common
Stock and an identical number of Class C Warrants (as hereinafter defined), (iv)
1,250,000 Class C redeemable warrants (the "Class C Warrants") to purchase an
identical number of shares of Common Stock (the Class A Warrants, Class B
Warrants and Class C Warrants collectively, the "Warrants"), (v) 3,750,000
shares of Common Stock issuable upon exercise of the Warrants (the "Warrant
Stock"), (vi) 187,500 shares of Common Stock issuable upon exercise of the
underwriters' over allotment option (the "Over-Allotment Stock"), (vii) 187,500
Class A Warrants issuable upon exercise of the underwriters' over allotment
option to purchase an identical number of shares of Common Stock and an
identical number of Class B Warrants (the "Class A Over-Allotment Warrants"),
(viii) 187,500 Class B Warrants to purchase an identical number of shares of
Common Stock and an identical number of Class C Warrants (the "Class B
Over-Allotment Warrants"), (ix) 187,500 Class C Warrants to purchase an
identical number of shares of Common Stock (the "Class C Over-Allotment
Warrants" and, collectively with the Class A Over-Allotment Warrants and the
Class B Over-Allotment Warrants, the "Over-Allotment Warrants"), (x) 562,500
shares of Common Stock issuable upon exercise of the Over-Allotment Warrants
(the "Over-Allotment Warrant Stock"), (xi) an option issuable to the
representative of the underwriters named in the Registration Statement to
purchase Units (the "Representative's Unit Purchase Option"), consisting of
125,000 shares of Common Stock (the "Representative's Stock") and 125,000 Class
A Warrants to purchase an identical number of shares of Common Stock and an
identical number of Class B Warrants (the "Representative's Class A Warrants"),
(xii) 125,000 Class B Warrants issuable upon the exercise of the
Representative's Class A Warrants to purchase an identical number of shares of
Common Stock and an identical number of Class C Warrants (the "Representative's
Class B Warrants"), (xiii) 125,000 Class C Warrants issuable upon the exercise
of the Representative's Class B Warrants to purchase an identical number of
shares of Common Stock (the "Representative's Class C Warrants" and,
collectively with the
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Unity Emerging Technology
Venture One Ltd.
November 28, 2000
Page 2
Representative's Class A Warrants and the Representative's Class B Warrants, the
"Representative's Warrants"), (xiv) 375,000 shares of Common Stock issuable upon
exercise of the Representative's Warrants (the "Representative's Warrant
Stock"), (xv) 150,000 Class A Warrants beneficially owned by the directors of
the Company to purchase an identical number of shares of Common Stock and an
identical number of Class B Warrants (the "Directors' Class A Warrants"), (xvi)
150,000 Class B Warrants issuable upon the exercise of the Directors' Class A
Warrants to purchase an identical number of shares of Common Stock and an
identical number of Class C Warrants (the "Directors' Class B Warrants"), (xvii)
150,000 Class C Warrants issuable upon the exercise of the Directors' Class B
Warrants to purchase an identical number of shares of Common Stock (the
"Directors' Class C Warrants" and, collectively with the Directors' Class A
Warrants and the Directors' Class B Warrants, the "Directors' Warrants"), and
(xviii) 450,000 shares of Common Stock issuable upon exercise of the Directors'
Warrants (the "Directors' Warrant Stock").
In such capacity, we have examined and are familiar with the corporate
records of the Company, including its Certificate of Incorporation, as amended
to date, its By-Laws, and minutes of meetings, or written consents executed in
lieu thereof, of its Board of Directors and stockholders. We have also examined
such certificates of public officials, certificates of officers of the Company
and other records and documents as we have deemed relevant and necessary for the
purposes of the opinions herein expressed.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as original or photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that:
1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Delaware.
2. The Shares, Warrant Stock, Over-Allotment Stock, Over-Allotment
Warrant Stock, Representative's Stock, Representative's Warrant Stock and
Directors' Warrant Stock have each been duly and validly authorized and, when
issued and paid for as described in the Registration Statement, will be duly and
validly issued and fully paid and nonassessable.
3. The Warrants, Over-Allotment Warrants, Representative's Unit
Purchase Option, Representative's Warrants and Directors' Warrants have each
been duly and validly authorized and, when issued and paid for as described in
the Registration Statement, will be duly and validly issued.
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Unity Emerging Technology
Venture One Ltd.
November 28, 2000
Page 3
The foregoing opinions are limited to the laws of the State of New
York, the laws of the United States of America and the General Corporation Law
of the State of Delaware, and do not purport to express any opinion on the laws
of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and this opinion under
the heading "Legal Matters" in the prospectus comprising a part of such
Registration Statement and any amendment thereto. In giving such consent, we do
not hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Except to the extent provided in the preceding paragraph, this opinion
is rendered solely to the Company in connection with the transactions described
in the Registration Statement and may not be relied upon by, nor may copies be
delivered to, any other person or entity for any purpose without our prior
written consent.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ Ira Roxland
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A Member of the Firm
