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EXHIBIT 5.1
WILLIAM S. CLARKE, P.A.
ATTORNEY-AT-LAW
457 NORTH HARRISON STREET - SUITE 103
PRINCETON, NEW JERSEY 08540
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TELEPHONE: (609) 921-3663
FAX: (609) 921-3933
June 14, 2000
Suite101.com, Inc.
1122 Mainland Street
Suite 390
Vancouver, British Columbia,
Canada V6B 5L1
Gentlemen:
I have acted as counsel for Suite101.com, Inc. (the "Company") in
connection with its Registration Statement under the Securities Act of 1933, as
amended (File No. 333-[__________]) relating to 1,200,000 shares of the
Company's Common Stock, $.001 per value (the "Stock"), issuable in connection
with the Company's 1998 Stock Incentive Plan, as amended, (the "Plan").
In my capacity as counsel to you, I have examined the original, certified,
conformed photostats or xerox copies of all such agreements, certificates of
public officials, certificates of officers, representatives of the Company and
others and such other documents as I have deemed necessary or relevant as a
basis for the opinions herein expressed. In all such examinations I have assumed
the genuineness of all signatures on original and certified documents and the
conformity to original and certified documents of all copies submitted to me as
conformed, photostat or duplicate copies. As to various questions of fact
material to such opinions, I have relied upon statements or certificates of
officials and representatives of the Company and others.
On the basis of such examination, I advise you that, in my opinion the
shares of Stock, when sold, issued and paid for in accordance with the terms
described in the Plan and options granted thereunder, will be legally issued,
fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to my firm in the prospectus forming a part of
such Registration Statement.
Very truly yours,
William S. Clarke, P.A.
By: /s/ William S. Clarke
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William S. Clarke
