<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF KOHRMAN JACKSON & KRANTZ P.L.L.]
ATTORNEYS AT LAW
August 21, 2000
JB Oxford Holdings, Inc.
9665 Wilshire Blvd., 3/rd/ Floor
Beverly Hills, CA 90212
Re: Registration Statement on Form S-8 of JB Oxford Holdings, Inc.
Gentlemen:
JB Oxford Holdings, Inc., a Utah corporation (the "Company"), is filing
with the Securities and Exchange Commission a registration statement on Form S-8
(the "Registration Statement"), under the Securities Act of 1933, as amended
(the "Act"). The Registration Statement relates to the offering and sale by the
Company of up to 3,500,000 shares (the "Shares") of the Company's common stock,
par value of $0.01 per share (the "Common Stock"), pursuant to stock options
("Options") granted or to be granted under the JB Oxford Holdings, Inc. 1998
Stock Option and Award Plan (the "Plan"). We have acted as counsel to the
Company in connection with the preparation and filing of the Registration
Statement. Capitalized terms used in this opinion letter and not otherwise
defined have the meanings attributed to them in the Registration Statement.
In connection with this opinion letter, we have examined and relied upon
the original or a copy, certified to our satisfaction, of (i) the Articles of
Domestication and the Amended and Restated By-laws of the Company; (ii)
resolutions of the Board of Directors of the Company authorizing the Plan and
related matters; (iii) minutes of the annual meeting of stockholders of the
Company approving the Plan; (iv) the Plan; and (v) such other documents and
instruments as we have deemed necessary for providing this opinion letter.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as certified or photostatic copies. We have
made such investigations of law as we deem appropriate as a basis for rendering
the opinions expressed below, and as to various questions of fact material to
the opinions, we have relied, to the extent we deem appropriate,
1375 East Ninth Street One Cleveland Center, 20/th/ floor Cleveland, Ohio
44114-1793 Voice 216-696-8700 Fax 216-621-6536
<PAGE>
KOHRMAN JACKSON & KRANTZ P.L.L.
JB Oxford Holdings, Inc.
August 21, 2000
Page 2
upon representations or certificates of officers or directors of the Company and
upon documents, records and instruments furnished to us by the Company, without
independently verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that (i) the
Company presently has at least 3,500,000 authorized and unissued shares of
Common Stock from which the 3,500,000 Shares proposed to be sold pursuant to the
exercise of Options granted under the Plan may be issued, and (ii) assuming (a)
the Company maintains an adequate number of authorized but unissued Shares
available for issuance to those persons who exercise Options granted in
accordance with the Plan and (b) the Shares are duly delivered against payment
therefor in accordance with the terms of the Plan, the Shares issued pursuant to
the exercise of Options granted in accordance with the Plan will be validly
issued, fully paid and non-assessable.
We express no opinion other than as to the Federal law of the United States
and the General Corporation Law of the State of Utah.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
thereunder.
/s/ KOHRMAN JACKSON & KRANTZ P.L.L.
