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Sheila Corvino, Esq.
811 Dorset West Road
Dorset, Vermont 05251
Phone: (802) 867-0112
Fax: (802) 867-2468
E-mail: [email protected]
November 2, 2000
eWeb21 Corp.
21st Floor, Technomart 546-4
Kui-dong, Kwangjin-gu,
Seoul, Korea #143-721
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
I have acted as counsel for eWeb21 Corp. (the "Company") in connection with
the preparation of the Registration Statement on Form S-8, relating to the sale
by the Company from time to time of up to 2,000,000 shares of common stock, par
value $.001 per share (the "Shares"), issuable upon the exercise of awards
granted or to be granted pursuant to the Company's 2000 Equity Incentive Plan
(the "2000 Stock Option Plan").
I have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinion set
forth below.
In rendering my opinion set forth below, I have assumed the authenticity of
all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to me as
copies. I have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver, and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding, and enforceable obligations of such parties. As to questions of
fact material to my opinion, I have relied upon certificates of officers of the
Company and of public officials.
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Based on the foregoing, I am of the opinion that such Shares have been duly
authorized and, upon issuance, delivery, and payment therefore in accordance
with the terms of the 2000 Equity Incentive Plan, will be validly issued, fully
paid, and nonassessable.
I am admitted to the Bar of the State of New York. I express no opinion as
to the laws of any jurisdiction other than the laws of the State of New York.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Sheila G. Corvino
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Sheila G. Corvino
