Exhibit 5.1 and
Exhibit 23.2
GRUSHKO & MITTMAN, P.C.
Attorneys at Law
551 Fifth Avenue, Suite 1601
New York, New York 10176
(212) 697-9500 (Telephone)
(212) 697-3575 (Telecopier)
December 12, 2000
New Medium Enterprises, Inc.
4706 18th Avenue
Brooklyn, New York 11219
Re: Form SB-2 Registration Statement
Opinion and Consent of Counsel
Ladies and Gentlemen:
As counsel for New Medium Enterprises, Inc. (the "Corporation"), a Nevada
corporation, I have examined the Articles of Incorporation, as amended, ByLaws
and minutes of the Corporation and such other corporate records, documents and
proceedings and have considered such questions of law as I deemed relevant for
the purpose of this opinion. I have also, as such counsel, examined the
Registration Statement on Form SB-2 (the "Registration Statement"), covering the
registration of an aggregate of 16,686,000 Shares of Common Stock, $.001 par
value per share (the "Shares").
Based on the foregoing, I am of the opinion that:
1. The Corporation is a duly organized and validly existing corporation
under the laws of the State of Nevada, with corporate power to conduct the
business it conducts as described in the Registration Statement.
2. The Corporation has an authorized capitalization as set forth in the
Registration Statement.
3. The Common Stock has been duly and validly authorized and created and,
subject to payment therefore pursuant to the terms described in the Registration
Statement and Subscription Agreements referred to in the Registration Statement,
will be duly and validly issued as fully paid and non-assessable shares of
Common Stock.
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December 12, 2000
4. The Warrants have been duly and validly authorized and created and,
subject to payment for the exercise thereof pursuant to the terms of the
Registration Statement, the Common Stock issued as a result of exercise of the
Warrants will be duly and validly issued as fully paid and non-assessable shares
of Common Stock.
I consent to the filing of this opinion as an exhibit to the aforesaid
Registration Statement and further consents to the reference made to me under
the caption "Legal Opinions" in the Prospectus constituting part of such
Registration Statement.
Very truly yours,
GRUSHKO & MITTMAN, P.C.
Barbara R. Mittman
BRM:al
