Exhibit 5.1
ARKIN MEROLLA LLP
ATTORNEYS AT LAW
ONE SECURITIES CENTRE
3490 PIEDMONT ROAD, SUITE 302
ATLANTA, GEORGIA 30305
VOICE: 404. 467.5244
FAX: 404.467.5249
March 31,2000
The Tracker Corporation of America
1120 Finch Avenue West, Suite 303
North York, Ontario, Canada M3J 3HJ
To Whom It May Concern:
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 SB-2 (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 24,500,000 shares (the "Shares") of the
Company's Common Stock, par value $.001 per share.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Certificate of
Incorporation and the Bylaws of the Company, (ii) certain resolutions of the
Board of Directors of the Company relating to the Registration Statement, (iii)
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 Form SB-2/A prospectus to be delivered to
the 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
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immediately preceding sentence, we express no opinion as to the applicability or
effect of any securities or Blue Sky laws of any state.
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.
Sincerely,
ARKIN MEROLLA LLP
/s/ A. Todd Merolla
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By: A. Todd Merolla
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