[GRAPHIC OMITTED]
July 19, 2000
Board of Directors
VirtualSellers.com, Inc.
Suite 1000, 120 North LaSalle Street
Chicago, Illinois 60602
Dear Sirs :
We are counsel to Virtualsellers.com, Inc. (the "Corporation"), a
corporation existing under the Canada Business Corporations Act, and have
assisted in the preparation of the Registration Statement of the Company on Form
S-8 (the "Registration Statement") covering 25,000 common shares (the "Shares")
in the capital of the Corporation granted or issuable pursuant to a Directors'
Consent Resolution, dated as of July 11, 2000.
We have examined originals or copies, certified or otherwise
identified to our satisfaction of the resolutions of the directors of the
Company with respect to the matters herein. We have also examined such statutes
and public and corporate records of the Company, and have considered such
questions of law as we have deemed relevant and necessary as a basis for the
opinion expressed herein. We have for the purposes of this opinion assumed the
genuineness of all signatures examined by us, the authenticity of all documents
and records submitted to us as originals and the conformity to all original
documents of all documents submitted to us as certified, photostatic or
facsimile copies.
Based upon and subject to the foregoing, and subject to the
qualifications hereinafter expressed, we are of the opinion that each Share to
be issued and sold by the Company pursuant to the Registration Statement will
be, when sold and paid for pursuant to the terms of the Agreement, validly
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 opinion may not be relied upon, used by or distributed to any
person or entity for any other purpose without our prior written consent.
Yours truly,
CLARK, WILSON
/s/ Clark, Wilson
