OGDEN
MURPHY
WALLACE
P.L.L.C.
ATTORNEYS AT LAW
September 30, 2000
b2b.com Inc.
2828 SW Marine Drive
Vancouver, BC V6N 3X9
CANADA
Re: b2b.com Inc. Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for b2b.com Inc., a Washington corporation (the
"Company"), in connection with the preparation of the registration statement on
Form SB-2 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), relating to the public offering (the "Offering") of up to 2,500,000
shares (the "Shares") of the Company's common stock, $.001 par value (the
"Common Stock"). This opinion is being furnished pursuant to Item 601(b)(5) of
Regulation S-K under the Act.
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Articles of Incorporation;
(c) the Company's Bylaws; (d) certain records of the Company's corporate
proceedings as reflected in its minute books; and (e) such statutes, records and
other documents as we have deemed relevant. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and conformity with the originals of all documents submitted
to us as copies thereof. In addition, we have made such other examinations of
law and fact as we have deemed relevant in order to form a basis for the opinion
hereinafter expressed.
Based upon the foregoing, we are of the opinion that the Shares are validly
issued under Washington corporate law, fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement and to all references to this Firm under the caption "Interests of
Named Experts and Counsel" in the Registration Statement.
Very truly yours,
OGDEN MURPHY WALLACE, P.L.L.C.
James L. Vandeberg
Established 1902
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