October 26, 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
