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EXHIBIT 5.01
[WOLIN, RIDLEY & MILLER LLP LETTERHEAD]
June 9, 2000
SmartSources.com, Inc.
2030 Marine Drive, Suite 100
North Vancouver, British Columbia
Canada V7P 1V7
RE: Public Offering of Common Stock
Pursuant to Registration Statement on Form SB-2 (the "Registration
Statement") Commission File No. 333-32824
Ladies and Gentlemen:
We are counsel to SmartSources.com, Inc., a Colorado corporation (the
"Company"), in connection with the registration under the Securities Act of 1933
(the "Act") of up to 5,425,000 shares of the Company's Common Stock, pursuant
to the Registration Statement.
We have examined and relied upon such records, documents and other
instruments as in our judgment are necessary and appropriate to express the
opinion set forth in this letter, and 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. Based upon the foregoing, we are of the opinion
that the Shares have been duly authorized and, when sold and fully paid for in
the manner and on the terms described in the Registration Statement (after the
Registration Statement is declared effective), will be validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the prospectus included in the Registration Statement.
Sincerely,
WOLIN, RIDLEY & MILLER LLP
/s/ Wolin, Ridley & Miller LLP
