Exhibit-5.1
FROHLING, HUDAK & PELLEGRINO, LLC
COUNSELLORS AT LAW
425 EAGLE ROCK AVENUE
SUITE 200
ROSELAND, NJ 07068 NEWARK, NJ 07101
(973) 226-4600 (973) 622-2800
FAX (973) 226-0969
Please Reply to:
[X] Roseland
[ ] Newark
November 20, 2000
The Tirex Corporation
3828 St. Patrick
Montreal, PQ
Canada H4E 1A4
Ladies and Gentlemen:
You have requested our opinion as U.S. Securities Counsel for The Tirex
Corporation Inc., a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder, and the registration of an aggregate of one
million, four hundred twenty-three thousand, ninety-three (1,423,093) shares of
Common Stock of the Company (the "Shares"), $.001 par value, per share, issued
pursuant to The Tirex Corporation Stock Plan and various Consulting Agreements
between the Company and the Consultants (the "Agreements").
We have examined the Company's Registration Statement on Form S-8 in
the form to be filed with the Securities and Exchange Commission on or about
November 20, 2000 (the "Registration Statement"), the Agreements, the
Certificate of Incorporation of the Company as certified by the Secretary of
State of the State of Delaware, the Bylaws and the minute books of the Company
as a basis for the opinion hereafter expressed.
Based on the foregoing examination, it is our opinion, and we so
advise, that upon issuance and sale in the manner described in the Registration
Statement and the exhibits thereto, the Shares will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Frohling, Hudak & Pellegrino, LLC
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FROHLING, HUDAK & PELLEGRINO, LLC
