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EXHIBIT 5.1
Netcommerce, Inc.
1900 Westridge Drive
Irving, TX 75038
Attention: Mark Lindberg
Re: Netcommerce, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the form of registration statement on Form S-8 (the
"Registration Statement") being filed by Netcommerce, Inc., a Nevada corporation
(the "Company"), with the United States Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of a total of 9,800,000 of the Company's common stock, $.001 par value ("Common
Stock"), issuable under the Stock and Options for services (the "Plan").
We have acted as securities counsel for the Company in connection with the
preparation of the Registration Statement, and we have examined the corporate
proceedings relating to the authorization, issuance and sale of the securities
referred to above. For purpose of this opinion, we have assumed (i) the accuracy
and completeness of all data supplied by the Company, its officers, directors or
agents, and (ii) that all requisite authorizations, approvals, consents or
exemptions under the securities laws of the various states and other
jurisdictions of the United States shall have been obtained.
Based on the foregoing, it is our opinion that the 9,800,000 shares of
Common Stock to be issued under the Plan against full payment in accordance with
the terms and conditions of the Plan will be legally and validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Wolin & Rosen, Ltd.
W&R/CJM
