EXHIBIT 5.1
Scheichet & Davis, P.C.
Counselors at Law
505 Park Avenue
New York, NY 10022
(212) 688-3200
Fax: (212) 371-7634
August 15, 2000
netcruise.com, Inc.
2401 Morris Avenue
Union, NJ 07083
Re: Registration Statement on Form S-8
Under the Securities Act of 1933;
S.E.C. File No. 333-15011
Gentlemen:
In our capacity as counsel to netcruise.com, Inc., a New Jersey
corporation (the "Company"), we have been asked to render this opinion in
connection with the Company's filing of a Registration Statement on Form S-8
(the "Registration Statement"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
The Registration Statement covers a total of 7,401,724 shares of the
Company's $.0001 par value common stock (the "Common Stock"), comprised of the
following:
1. 6,500,000 shares of Common Stock issuable upon the exercise of
stock options pursuant to the Company's 1997 Stock Incentive
Plan, as amended;
2. 311,724 shares of Common Stock issuable to certain employees of
the Company upon the exercise of Common Stock purchase warrants
(the "Employee Warrants") which were issued to them in
consideration of their having released the Company from certain
obligations owed to them for unpaid salaries;
3. 500,000 shares of Common Stock issuable to Benjamin S. Gage
pursuant to a consulting agreement dated October 13, 1999
between the Registrant and Infomercial Management, Inc.; and
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4. 90,000 shares of Common Stock issuable to Donald Smith upon the
exercise of Common Stock purchase warrants (the "Wordsmith Warrants") which are
to be issued to him pursuant to a consulting agreement dated March 20, 2000
between the Company and Wordsmith Communications Group, Inc.
In that connection, we have examined the Company's Certificate of
Incorporation and By- Laws, as amended, the Registration Statement, corporate
proceedings of the Company relating to the issuance of the Common Stock, the
Employee Warrants and the Wordsmith Warrants, respectively, and such other
instruments and documents as we have deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as original or photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of New Jersey;
2. The shares of Common Stock, including the shares issuable upon the
exercise of the Employee Warrants and the Wordsmith Warrants, have been duly and
validly authorized and, when issued and paid for as described in the
Registration Statement, will be duly and validly issued, fully paid and
non-assessable; and
3. The Employee Warrants and the Wordsmith Warrants have been duly and
validly authorized and, when issued and paid for as described in the
Registration Statement, will be duly and validly issued.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name as attorneys in
connection wth the Registration Statement.
Very truly yours,
SCHEICHET & DAVIS, P.C.
/s/ William J. Davis
A Member of the Firm
