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Exhibit 5.1
Opinion and Consent of Counsel
December 22, 2000
Internet Law Library, Inc.
4301 Windfern Road, Suite 200
Houston, Texas 77041
Ladies and Gentlemen:
We are acting as special counsel to Internet Law Library, Inc., a Delaware
corporation ("Internet Law"), in connection with the Registration Statement on
Form S-1 (the "Registration Statement") filed by Internet Law with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), relating to the offer and sale by certain
selling stockholders of up to 30,741,650 shares of common stock, par value $.001
per share, of Internet Law (the "Common Shares"), that have been, or will be,
issued pursuant to the following transactions
. the purchase of Common Shares by Cootes Drive LLC ("Cootes Drive")
pursuant to the exercise of put rights by Internet Law under the terms
of that certain Securities Purchase Agreement dated November 20, 2000
by and between Internet Law and Cootes Drive, and the exercise of a
warrant issued in connection therewith;
. the conversion of shares of Internet Law's Series A convertible
preferred stock ("Series A Stock") by Cootes Drive which it purchased
under that certain Preferred Stock Purchase Agreement by and between
Internet Law and Cootes Drive dated May 11, 2000, and the exercise of
warrant No. 2 issued in connection therewith;
. the conversion of that certain convertible promissory note, dated
December 5, 2000, made by Internet Law in favor of Cootes Drive in the
principal amount of $500,000 (the "Note"), and the exercise of
warrants issued in connection therewith; and
. the acquisition of an aggregate of 900,000 shares by Franklin C.
Fisher and Steven L. Tebo (and entities controlled by them) in
exchange for their shares of ITIS, Inc. stock pursuant to the terms of
that certain Stock Exchange Agreement by and among Internet Law and
all the shareholders of ITIS, Inc. dated April 30, 2000.
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 or statements of public
officials and other instruments as we have deemed necessary or advisable in
connection with this opinion, including Internet Law's Certificate of
Incorporation, Internet Law's Bylaws and the documents related to the
transactions noted above. In our examination we have assumed (without any
independent investigation) 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
(without any independent investigation) upon certificates or telegraphic or
telephonic confirmations of public officials and certificates, documents,
statements and other information of Internet Law or its representatives or
officers.
Based upon the foregoing, we are of the opinion that the Common Shares that
have been issued by Internet Law, and paid for in accordance with the terms of
the appropriate documents related to the transactions noted above, have been
legally issued, are fully paid and non-assessable, and that the Common Shares to
be issued by Internet Law upon the conversion of the Note and the Series A
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 legally issued, fully paid and non-assessable.
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.
We are admitted to the bar in the State of Texas, and we do not express any
opinion as to the laws of any jurisdiction other than the General Corporation
Law of the State of Delaware, and we express no opinion as to the effect of any
other laws on the opinions stated herein.
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The opinions expressed herein are as of the date hereof and are based on
the assumptions set forth herein and the laws and regulations currently in
effect, and we do not undertake and hereby disclaim any obligations to advise
you of any change with respect to any matter set forth herein.
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. In
giving such opinion, we do not thereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations promulgated thereunder.
Very truly yours,
Locke Liddell & Sapp LLP
By: /s/ Stephen L. Sapp
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Stephen L. Sapp
