October 19, 2000
Sword Comp - Soft corp.
4055 St. Catherine Street
Suite 142
Montreal, H3Z 3J8 Quebec
Gentlemen:
As counsel for your Company, we have examined your Articles of
Incorporation, By-Laws, and such other corporate records, documents and
proceedings and such questions of law as we have deemed relevant for the purpose
of this opinion.
We have also, as such counsel, examined the Registration Statement (the
"Registration Statement") of your Company on Form SB-2, covering the
registration under the Securities Act of 1933, as amended, of the proposed offer
and resale of up to 11,000,000 shares of Common Stock by the holders thereof
(the "Common Shares"). Our review has included the exhibits and form of
prospectus for the resale of the Common Shares.
On the basis of such examination, we are of the opinion that:
1. The Company is a corporation duly authorized and validly existing
and in good standing under the laws of the State of Delaware, with corporate
power to conduct the business which it conducts as described in the Registration
Statement.
2. The Common Shares have been duly and validly authorized and issued
and are fully paid and non-assessable shares of Common Stock of the Company.
This opinion is limited to the federal laws of the United States and
the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Heller, Horowitz & Feit, P.C.
HELLER, HOROWITZ & FEIT, P.C.
HH&F:rs
