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EXHIBIT 5.0
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LESTER MORSE P.C.
111 GREAT NECK ROAD
SUITE 420
GREAT NECK, NEW YORK 11021
TELEPHONE: (516) 487-1446
FACSIMILE: (516) 487-1452
Board of Directors January 11, 2001
Pathfinder Business Resources, Inc.
33 Eleventh Avenue
Huntington Station, New York 11746
Re: Form SB-2 Registration Statement
300,000 shares of Common Stock at $2.50 per share
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Gentlemen:
We have reviewed the Certificate of Incorporation and amendments
thereto, By-Laws (as amended), corporate proceedings and other documents of
Pathfinder Business Resources, Inc. (the "Company") and based upon the
foregoing, it is our opinion that the securities being registered with the
Securities and Exchange Commission pursuant to the Form SB-2 Registration
Statement filed with this Opinion as Exhibit 5.0 will when sold, be legally
issued, fully paid and non-assessable.
No consents, approvals, authorizations or orders of agencies, officers
or other regulatory authorities are necessary for the valid authorization,
issuance or sale of the shares hereunder, except as such may be required under
the Securities Act of 1933, as amended, or state securities, or Blue Sky laws.
We consent to the filing of this opinion as an exhibit to the aforesaid
Registration Statement and further consent to the reference made to us under the
caption "Legal Matters" in the Prospectus constituting a part of such
Registration Statement. Nothing contained herein shall be considered an omission
that we are deemed an expert within the meaning of the Securities Act of 1933,
as amended.
Very truly yours,
LESTER MORSE P.C.
By /s/ Steven Morse Esq.
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