Exhibit-5.1
FROHLING, HUDAK & PELLEGRINO, LLC
COUNSELLORS AT LAW
425 EAGLE ROCK AVENUE
SUITE 200 NEWARK, NJ 07101
ROSELAND, NJ 07068 (973) 622-2800
(973) 226-4600
FAX (973) 226-0969
Please Reply to:
[X] Roseland
[ ] Newark
July 17, 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
twelve million, eight hundred nineteen thousand, five hundred (12,819,500)
shares of Common Stock of the Company (the "Shares"), $.001 par value, per
share, issued pursuant to various Employment and Consulting Agreements (the
"Agreements") between the Company and the Employees and Consultants.
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
July 17, 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
