Ex. 5
August 11, 2000
Board of Directors
Visualmed Clinical Systems Corp.
391 Laurier Street West
Montreal, Quebec H2V 2K3
Re: Shares to be Registered on Form SB-2 (the "Shares")
Gentlemen:
We have acted as counsel for Visualmed Clinical Systems Corp., a Nevada
corporation (the "Company"), and certain of its shareholders (the "Selling
Shareholders") in connection with the issuance of the Shares described in the
prospectus of the Company dated August 11, 2000 (the "Prospectus"), contained in
the Registration Statement on Form SB-2 of the Company.
In connection with this matter, we have examined the originals or
copies certified or otherwise identified to our satisfaction of the following:
(a) Articles of Incorporation of the Company, as amended to date;
(b) By-laws of the Company, as amended to date;
(c) Certificates from the Secretary of State of the State of Nevada
dated as of a recent date, stating that the Company is duly
incorporated and in good standing in the State of Florida;
(d) Share Certificates of the Company;
(e) The Registration Statement and all exhibits thereto;
In addition to the foregoing, we have also relied as to matters of fact
upon the representations made by the Company and their representatives
and upon representations made by the Selling Shareholders. In addition, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original
documents of all documents submitted to us certified or photostatic copies.
Based upon and in reliance upon the foregoing, and after examination of
such corporate and other records, certificates and other documents and such
matters of law as we have deemed applicable or relevant to this opinion,
it is our opinion that the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation and has full corporate power and authority
to own its properties and conduct its business as described in the Registration
Statement.
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, with a par value of $.001 per share. Prior to the
Offering, there, are 13,330,000 shares issue and outstanding . At the
conclusion of the Offering, and giving effect to the cancellation of the
10,000,000 shares currently owned by Richard Le Hir, wiil be a total of 22,
332,758 shares issued and outstanding. Proper corporate proceedings have been
taken to validly authorize such authorized capital stock and all the
outstanding shares of such capital stock (including the Shares), when
delivered in the manner and/or on the terms described in the Registration
Statement (after it is declared effective), will be duly and validly issued,
fully paid and non-assessable. The shareholders of the Company have no
preemptive rights with respect to the Common Stock of the Company.
In addition, we have participated in conferences with representatives
of the Company and accountants for the Company at which the contents
of the Registration Statement and Prospectus and related matters were
discussed. Although we have not verified the accuracy or completeness of the
statements contained in the Registration Statement or the Prospectus
(other than the caption "Description of Securities"), we advise you that
on the basis of foregoing, we have no reason to believe that either the
Registration Statement or the Prospectus, as of the effective date, contained
any untrue statements of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading (except in each such case for the financial statements
or other financial data contained in the Registration Statement or Prospectus
as to which we are not called upon to and do not express any opinion).
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not hereby admit that I
come within the category of a person whose consent is required under Section 7
of the Securities Act of 1933, or the general rules and regulations thereunder.
Very truly yours,
/s/ Eric P. Littman
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Eric P. Littman
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