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EXHIBIT 5.1
DUNN SWAN & CUNNINGHAM
A PROFESSIONAL CORPORATION
ATTORNEYS AND COUNSELLORS AT LAW
2800 OKLAHOMA TOWER 405.235.8318
210 PARK AVENUE TELECOPY 405.235.9605
OKLAHOMA CITY, OKLAHOMA 73102-5604
October 17, 2000
Board of Directors
of Advantage Marketing Systems, Inc.
2601 Northwest Expressway, Suite 1210W
Oklahoma City, Oklahoma 73112
Gentlemen:
We have acted as counsel to Advantage Marketing Systems, Inc., an
Oklahoma corporation (the "Company"), in conjunction with the offering of an
aggregate of 5,000,000 participation interests (the "Participation Interests").
The offering of the Participation Interests is more fully described
in that certain Registration Statement on Form SB-2 (No. 333-47801), filed by
the Company with the United States Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act"),
and all amendments thereto (the "Registration Statement"), and the Prospectus
in the form as to be filed with the Commission pursuant to Rule 424(b) of the
rules and regulations of the Commission under the Act (the "Prospectus").
For purposes of this opinion, we have made such investigations as we
deem necessary or appropriate and have reviewed, considered and received such
certificates, documents and materials as we deemed appropriate. In conducting
our examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as certified copies.
The law bearing upon the matters addressed in this opinion letter is
limited to the law of the United States and the law of Oklahoma.
Based upon our examination and consideration of such documents,
certificates, records, matters and things as we have deemed necessary for the
purposes hereof, we are of the opinion as of the date hereof that:
1. The Company will be duly organized and existing under the laws
of the State of Oklahoma;
2. All of the issued and outstanding shares of the Common Stock
of the Company will have been legally issued, will be fully
paid and will not be liable to further call or assessment;
3. The 5,000,000 Participation Interests to be sold by the
Company to the participants in the Plan against payment
therefore in accordance with the Plan, will be legally issued,
fully paid and will not be liable for further call or
assessment; and
4. The Board of Directors of the Company has duly approved the
Advantage Marketing Systems, Inc. 1998 Distributor Stock
Purchase Plan (the "Plan") and the form of Stock Purchase
Agreement, and has authorized the execution and delivery of
the Plan and the Stock Purchase Agreements executed by
Participants in connection with purchase of the Participation
Interests and participation in the Plan. The Company has full
power, authority and legal right to enter into the Plan and
the Stock Purchase Agreements and to perform, deliver and
consummate the transactions contemplated thereunder.
In arriving at the foregoing opinion, we have relied, among other
things, upon the examination of the corporate records of the Company and
certificates of officers and directors of the Company and of public officials.
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We hereby consent to the use of this opinion in the Registration Statement and
all amendments thereto, and to the reference to our firm name under the
caption "Legal Matters" of the Prospectus which is included as a part of the
Registration Statement.
Very truly yours,
/s/ DUNN SWAN & CUNNINGHAM
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