Exhibit 5
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP
Metro Corporate Campus One
P.O. Box 5600
Woodbridge, NJ 07095-0988
June 27, 2000
stereoscape.com, inc.
3440 Route 9 South
Freehold, New Jersey 07728
Re: stereoscape.com, inc.
Gentlemen:
We have acted as counsel to stereoscape.com, inc., a Nevada corporation
(the Company"), in connection with the filing by the Company of a Registration
Statement on Form S-8 (Registration No. 333- ), covering the registration of
600,000 shares of common stock, par value $.001 per share ("Common Stock"). We
have been asked to issue an opinion as to whether the Common Stock being
registered will, when sold, be legally issued, fully paid, non-assessable, and
binding obligations of the Company.
As counsel to the Company, we have examined the Certificate of
Incorporation and By-Laws, as amended to date, and other corporate records of
the Company and have made such other investigations as we have deemed necessary
in connection with the opinion hereinafter set forth. We have relied, to the
extent we deem such reliance proper, upon certain factual representations of
officers and directors of the Company given in certificates, in answer to our
written inquiries and otherwise, and, although we have not independently
verified all of the facts contained therein, nothing has come to our attention
that would cause us to believe that any of the statements contained therein are
untrue or misleading.
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. We have assumed that the corporate records of the Company
furnished to us constitute all of the existing corporate records of the Company
and include all corporate proceedings taken by it.
Based solely upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock are duly authorized, issued and fully paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.
We hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
Very truly yours,
Greenbaum, Rowe, Smith, Ravin,
Davis & Himmel, LLP
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