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Exhibit 5.1
Opinion and Consent of Counsel
June 16, 2000
Internet Law Library, Inc.
4301 Windfern Road, Suite 200
Houston, Texas 77041
Ladies and Gentlemen:
We have acted as special counsel to Internet Law Library, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-1 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, relating to the offer and sale of up to 6,454,975 shares of common
stock, par value $.001 per share, of the Company (the "Common Shares"), that
have been, or will be, issued pursuant to the following transactions:
. The conversion of shares of our Series A Convertible Preferred Stock
(the "Preferred Stock") and the exercise of warrants to purchase shares
by Cootes Drive LLC in accordance with the terms of that certain
Convertible Preferred Stock Purchase Agreement dated May 11, 2000, by
and between Cootes Drive and the Company, and Warrant of the same date;
. the exercise of warrants to purchase 200,000 shares by Aspen Capital
Partners, Inc. in accordance with the terms of that certain Warrant
dated May 19, 2000;
. the exercise of options to purchase 500,000 shares by Frank Fisher and
Steve Tebo under that certain Consulting and Option Agreement by and
between ITIS, Inc., Frank Fisher and Steve Tebo dated January 22, 2000,
as amended, and the prior purchase of 50,000 shares each by Frank
Fisher and Steve Tebo;
. the Contract for Sale of Stock dated November 8, 1999, by and between
John R. Marsh, Ronald W. Hogan, Charles E. Bowen, Jr., and the Company;
and
. the Contract for Sale of Stock dated December 8, 1999, by and between
David P. Harriman, Andrew Wyszkowski, Eugene Meyung, Suzanne Meyung,
Christina Brown, and the Company.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable in connection with this
opinion, including the Company's Certificate of Incorporation, the Company's
Bylaws and the documents related to the transactions noted above. In our
examination we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, the authenticity of originals of such
copies and the authenticity of telegraphic or telephonic confirmations of public
officials and others. As to facts material to our opinion, we have relied upon
certificates or telegraphic or telephonic confirmations of public officials and
certificates, documents, statements and other information of the Company or its
representatives or officers.
Based upon the foregoing, we are of the opinion that the Common Shares
that have been issued by the Company, and paid for in accordance with the terms
of the appropriate documents related to the transactions noted above, have been
validly issued, are fully paid and non-assessable, and that the Common Stock to
be issued by the Company upon the conversion of the Preferred Stock or the
exercise of warrants, as applicable, when paid for in accordance with the terms
of the appropriate documents related to the transactions noted above, will be
validly issued, fully paid and non-assessable.
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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" in the prospectus that is a part of the Registration Statement.
Very truly yours,
/s/ Locke Liddell & Sapp LLP
Locke Liddell & Sapp LLP
