[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
July 4, 2000
Board of Directors
Virtualsellers.com Inc.
Suite 1000, 120 North LaSalle Street
Chicago, Illinois 60602
Dear Sirs:
We act as counsel to Virtualsellers.com Inc. (the "Company"), which is
incorporated pursuant to the federal laws of Canada, and have assisted in the
preparation of the registration statement (the "Registration Statement") of the
Company under the Securities Act of 1933, as amended (the "1933 Act") of
5,000,000 common shares (the "Shares") in the capital of the Company granted or
issuable pursuant to the Company's Stock Option Plan, effective January 24, 2000
(the "2000 Plan"), and the associated Stock Option Agreements (the
"Agreements").
For the purposes of rendering this opinion, we examined originals or
photostatic copies of such documents as we deemed to be relevant. In conducting
our examination, we assumed, without investigation, the genuineness of all
signatures, the correctness of all certificates, 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 copies, and the accuracy and completeness
of all records made available to us by the Company. In addition, in rendering
this opinion, we assumed that the Shares will be offered in the manner and on
the terms identified or referred to in the Registration Statement, including all
amendments thereto.
Based upon and subject to the foregoing, after giving due regard to
such issues of law as we deemed relevant, and assuming that (i) the Registration
Statements becomes and remains effective, and the prospectus which is a part
thereof (the "Prospectus"), and the Prospectus delivery procedures with respect
thereto, fulfil all of the requirements of the 1933 Act, throughout all periods
relevant to the opinion, and (ii) all offers and sales of the Shares will be
made in compliance with the securities laws of the states and/or provinces
having jurisdiction thereof, we are of the opinion that the Shares are, and the
Shares to be issued pursuant to the Agreements upon receipt of adequate
consideration will be, legally issued, fully paid and non-assessable.
This opinion is being furnished solely in connection with the filing
of the Registration Statement with the Securities and Exchange Commission, and
we hereby consent to the use of this opinion as an exhibit to the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission. This opinion may not be
relied upon, used by or distributed to any person or entity for any other
purpose without our prior written consent.
We are qualified to practice law only in the Province of British
Columbia and the State of California, and we express no opinion herein as to
laws other than the laws of the Province of British Columbia and the federal
laws of the United States and Canada applicable therein as of the date hereof.
We confirm that we are qualified to opine on US federal securities laws. We do
not undertake to advise you or anyone else of any changes in the opinions
expressed herein resulting from changes in law, changes in facts or any other
matters that hereafter might occur to be brought to our attention that did not
exist on the date hereof and of which we had no knowledge.
Yours truly,
CLARK, WILSON
/s/ Clark, Wilson
