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EXHIBIT 5.1 and 23.1
OPINION AND CONSENT OF MICHAEL D. KARSCH, P.A.
MICHAEL D. KARSCH, P.A.
ATTORNEY AT LAW
902 CLINT MOORE ROAD, SUITE 114
BOCA RATON, FLORIDA 33487
(561) 864-6000 X140
(561) 864-6022 FAX
November 1, 2000
iiGroup, Inc.
7000 W. Palmetto Park Road
Boca Raton, Florida 33433
Re: iiGroup, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested my opinion with respect to the shares of common
stock, par value $.08 per share (the "Common Stock") of iiGroup, Inc. (the
"Company"), included in the Registration Statement on Form S-8 (the "Form S-8")
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act").
As counsel to the Company, I have examined the original or certified
copies of such records of the Company, and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as I deemed relevant and necessary for the
opinions expressed in this letter. In such examination, I have assumed the
genuineness of all signatures on original documents, and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinions, I have relied
upon statements or certificates of officials and representatives of the Company
and others.
Based on, and subject to the foregoing, I are of the opinion that the
shares of Common Stock being registered in the Form S-8 will, once issued as
contemplated under the Form S-8, been duly and validly issued, and shall be
fully paid and non-assessable.
In rendering this opinion, I advise you that I am a members of the Bar
of the States of Florida and New York, and I express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein.
This opinion has been prepared and is to be construed in accordance
with the Report on Standards for Florida Opinions, dated April 8, 1991, issued
by the Business Law Section of The Florida Bar (the "Report"). The Report is
incorporated by reference into this opinion.
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I hereby consent to the filing of this opinion as an exhibit to the
Form S-8. In giving such consent, I do not thereby admit that I am included
within the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Michael D. Karsch
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MICHAEL D. KARSCH, PA
