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EXHIBIT 5.1
THOMAS BEENER
ATTORNEY AT LAW
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December 1, 2000
Mr. Gene Cross
Chief Financial Officer
Greenland Corporation
1935 Avenida Del Oro, Suite D
San Diego, CA 92056
Re: LEGAL OPINION FOR GREENLAND CORPORATION
S-8 REGISTRATION STATEMENT
Dear Mr. Cross:
At your request, I have examined the form of Registration Statement No.
333-____________ which Greenland Corporation (the "Company") is filing with
the Securities and Exchange Commission, on Form S-8 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 1,294,958 shares of your Common Stock (the "Stock")
issuable pursuant to an Employee Stock Purchase Plan and various Agreements
for Consulting Services (collectively the "Agreements").
In rendering the following opinion, I have examined and relied only upon
the documents and certificates of officers and directors of the Company as
are specifically described below. In my examination, I have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to me as originals, and the conformity with the
original documents of all documents submitted to me as copies. My
examination was limited to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the issuance of the Stock pursuant to the Agreements.
4. The Registration Statement.
5. The Agreements.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Stock to be issued
under the Agreements, subject to effectiveness of the Registration Statement
and compliance with applicable blue sky laws, and execution of the Agreements
in the form referred to herein, when issued pursuant to the Agreements, will
be duly and validly authorized, fully paid and non-assessable.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Stock is proposed to be offered and sold or as
to the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and
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Exchange Commission or under any state or other jurisdiction's securities
act for the purpose of registering, qualifying or establishing eligibility
for an exemption from registration or qualification of the Stock described in
the Registration Statement in connection with the offering described therein.
Other than as provided in the preceding sentence, this opinion (i) is
addressed solely to you, (ii) may not be relied upon by any other party,
(iii) covers only matters of Nevada and federal law and nothing in this
opinion shall be deemed to imply any opinion related to the laws of any other
jurisdiction, (iv) may not be quoted or reproduced or delivered by you to any
other person, and (v) may not be relied upon for any other purpose
whatsoever. Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that I am an
expert with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes, which may be brought to my
attention after the effective date of the Registration Statement.
Sincerely,
/s/ Thomas J. Beener
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THOMAS BEENER
Attorney at Law
