EXHIBIT 5.1
[SETH A. FARBMAN, P.C. LETTERHEAD]
October 5, 2000
iEXALT, Inc.
Attention: Donald W. Sapaugh
4301 Windfern
Houston, Texas 77041
RE: iEXALT, INC. REGISTRATION STATEMENT ON FORM S-8:
LETTER AGREEMENT WITH CONSULTING & STRATEGY
INTERNATIONAL LLC
Ladies and Gentlemen:
We have acted as special counsel to iExalt, Inc., a Nevada corporation
("Company"), in connection with the preparation for filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 ("Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement relates to the registration of 600,000 shares ("Shares") of the
Company's common stock, par value $.001 per share ("Common Stock"), which may be
issued in connection with the exercise of certain option rights granted (the
"Option") to Frank Fischer, Jr. and Steve Tebo pursuant to the Letter Agreement
with Consulting & Strategy International LLC (the "Written Compensation
Agreement") dated September 25, 2000.
We have examined the Written Compensation Agreement and such corporate
records, documents, instruments and certificates of the Company, and have
reviewed such other documents as we have deemed relevant under the
circumstances. In such examination, we have assumed without independent
investigation the authenticity of all documents submitted to us as originals,
the genuineness of all signatures, the legal capacity of all natural persons,
and the conformity of any documents submitted to us as copies to their
respective originals. As to certain questions of fact material to this opinion,
we have relied without independent investigation upon statements or certificates
of public officials and officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock issuable upon the exercise of the Option, when issued and
paid for as described in the Written Compensation Agreement, will be duly
authorized and validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as herein set forth as an
exhibit to the Registration Statement.
This opinion is conditioned upon the compliance by the Company with all
applicable provisions of the Securities Act of 1933, as amended, and such state
securities rules, regulations and laws as may be applicable.
Very truly yours,
/s/ SETH A. FARBMAN, P.C.
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Seth A. Farbman, P.C.
