EXHIBIT 5.1
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103-0084
September 25, 2000
SonicSave.com Corp.
1330 Beacon Street
Brookline, MA 02446
Re: Registration Statement of Form SB-2
Dear Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form SB-2
(the "Registration Statement") under the Securities Act of 1933, as amended,
filed by SonicSave.com Corp., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission, relating to 15,000,000 shares (the "Shares")
of common stock. Of these Shares, the Company proposes to offer 10,000,000
Shares in a self-underwritten public offering and proposes to distribute
5,000,000 Shares at no cost as part of a promotional give-away contest.
Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Registration Statement.
We have made such examination of law and have examined originals or
copies, certified or otherwise authenticated to our satisfaction, of all such
records, agreements and other instruments, certificates and orders of public
officials, certificates of the Company and representatives of the Company, and
other documents that we have deemed necessary to render the options hereinafter
set forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original thereof of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such latter
documents.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly formed and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
2. The Shares when and to the extent issued in accordance with the
Registration Statement will be validly issued, fully paid and non-assessable.
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SonicSave.com Corp.
Page -2-
September 25, 2000
We are attorneys admitted to practice in the State of New York. Our
opinion relates only to the laws of the State of New York, applicable federal
law of the United States of America and the corporate and laws of Delaware. We
express no opinion on the law 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 our firm under the caption "Legal
Matters."
Very truly yours,
/s/ Brian Brodrick
PHILLIPS NIZER BENJAMIN
KRIM & BALLON LLP
