OPINION & CONSENT OF A. TODD MEROLLA, P.C. EXHIBIT 5.1
[A. TODD MEROLLA, P.C. LETTERHEAD]
December 5, 2000
The Tracker Corporation of America
1120 Finch Avenue West, Suite 303
North York, Ontario, Canada M3J 3H8
Re: The Tracker Corporation of America Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to The Tracker Corporation of
America, a Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement"), to be filed
by the Company with the Securities and Exchange Commission (the "Commission").
The Registration Statement relates to the registration under the Securities Act
of 1933, as amended (the "Act"), of 8,000,000 shares (the "Shares") of the
Company's Common Stock, par value $.001 per share, to be issued under the
Company's 2001 Stock Wage and Fee Payment Option Plan (the "Plan").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Plan, (ii) the
Certificate of Incorporation and the Bylaws of the Company, (iii) certain
resolutions of the Board of Directors of the Company relating to the Plan, (iv)
the form of Registration Statement proposed to be filed with the Commission, and
such other documents as we have deemed necessary or appropriate as a basis for
the opinions set forth below. In such 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 and the authenticity of the originals of such latter documents. As to
any facts material to this opinion, which we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of the Company and others.
Based upon and subject to the foregoing and the limitations set forth
below, we are of the opinion that the Shares have been duly authorized and,
after the Registration Statement becomes effective and when the Shares are
issued and sold in accordance with the Plan and the Form S-8 prospectus to be
delivered to the Plan participants, the Shares will be duly issued, fully paid
and nonassessable.
We are qualified to practice law only in the State of Georgia and we
do not purport to express any opinion herein concerning any law other than the
Delaware General Corporation law. With respect to such law, our opinions are as
to what the law is or, in circumstances where the status of the law is
uncertain, what the law might reasonably be expected to be at the date hereof,
and we assume no obligation to revise or supplement this opinion due to any
change in the law by legislative action, judicial decision or otherwise. We do
not render any opinion with respect to any matters than those expressly set
forth in the immediately preceding paragraph. Without limiting the generality
of the immediately preceding sentence, we express no opinion as to the
applicability or effect of any securities or Blue Sky laws of any state.
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This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
A. TODD MEROLLA, P.C.
/s/ A. Todd Merolla
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