EXHIBIT 5.1
OPINION AND CONSENT OF LEVY & LEVY, P.A.
Levy & Levy, P.A.
Plaza 1000, Suite 309
Voorhees, New Jersey 08043
(856) 751-9494
(856) 751-9779 FAX
August 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: e*machinery.net, inc.
Ladies and Gentlemen:
We have acted as counsel for e*machinery.net, inc., a Delaware
corporation ("the Company"), in connection with the registration by
the Company of up to an aggregate of 2,430,000 shares of the Company's
common stock, $.001 par value (the "Common Stock"), for the account of
certain security holders of the Company (the "Registration") as
described in the Company's Registration Statement on Form S-3 (the
"Registration Statement") being filed this date under the Securities
Act of 1933, as amended.
In connection with the following opinion, we have reviewed the
Registration Statement and are familiar with the action taken by the
Company to date with respect to the approval and authorization of the
Registration. We have examined originals, or copies, certified or
otherwise authenticated to our satisfaction, of such corporate records
of the Company, agreements and other instruments, certificates of
public officials, officers and representatives of the Company and such
other documents as we have deemed necessary as a basis for the opinion
hereinafter expressed. We are furnishing this opinion in connection
with the filing of the Registration Statement.
Based upon the foregoing, we are of the opinion that, upon the
effectiveness of the Registration Statement, the shares of Common
Stock proposed to be registered by the Company under the Registration
Statement will be, when sold, validly issued, fully paid and
non-assessable. We hereby consent to the inclusion of this
opinion as an exhibit to the Registration Statement and to the
reference to our firm under the caption "Legal Matters" in the
prospectus constituting a part of the Registration Statement.
Very truly yours,
LEVY & LEVY, P.A.
By: /s/William N. Levy
_________________________
William N. Levy, Esq.
