EXHIBIT 5.1
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158-0125
September 13, 2000
Twin Lakes, Inc.
1700 W. Horizon Ridge Parkway
Henderson, Nevada 89012
Ladies and Gentlemen:
You have requested our opinion with respect to the offer and sale by Twin
Lakes, Inc., a Nevada corporation (the "Company"), pursuant to a Registration
Statement (the "Registration Statement") on Form SB-2 under the Securities Act
of 1933, as amended (the "Act"), of 1,000,000 shares of Common Stock (the
"Company Shares"), 200,000 Class A Redeemable Common Stock Purchase Warrants
(the "Company Class A Warrants") and 200,000 Class B Redeemable Common Stock
Purchase Warrants (the "Company Class B Warrants") being registered on behalf of
the Company and 5,000,000 shares of Common Stock (the "Selling Securityholder
Shares" and, together with the Company Shares, the "Shares"), 1,000,000 Class A
Redeemable Common Stock Purchase Warrants (the "Selling Securityholder Class A
Warrants" and, together with the Company Class A Warrants, the "Class A
Warrants") and 1,000,000 Class B Redeemable Common Stock Purchase Warrants (the
"Selling Securityholder Class B Warrants" and, together with the Company Class B
Warrants, the "Class B Warrants" and, together with the Class A Warrants, the
"Warrants") being registered on behalf of the selling securityholders referred
to in the Registration Statement (the "Selling Securityholders").
We have examined original, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we deem
necessary as a basis for the opinion hereinafter expressed. With respect to such
examination, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity to the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of executive officers and responsible employees and
agents of the Company and of the Selling Securityholders.
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Based on the foregoing, it is our opinion that (i) all of the Shares and
Warrants have been duly authorized; (ii) 3,000,000 of the Selling Securityholder
Shares and the Selling Securityholder Class A Warrants are validly issued, fully
paid and non-assessable; (iii) the Company Shares, the Company Warrants,
2,000,000 remaining Selling Securityholder Shares and all of the Selling
Securityholder Class B Warrants when issued, will be validly issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement, and to the use of our name as your counsel in connection
with the Registration Statement and in the Prospectus forming a part thereof. In
giving this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Act or the General Rules
and Regulations promulgated thereunder.
Very truly yours,
SNOW BECKER KRAUSS P.C.
