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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 5, 2000
Suite101.com, Inc.
1122 Mainland Street
Suite 390
Vancouver, BC, Canada V6B 5L1
Gentlemen:
I have acted as counsel for Suite101.com, Inc. (the "Company") in
connection with the preparation of a Registration Statement filed by the Company
under the Securities Act of 1933, as amended (File No. 333-85547) relating to a
proposed public offering by certain holders thereof of 1,626,508 shares of
Common Stock, $.01 par value (the "Stock"), including 704,440 shares issuable on
exercise of Common Stock Purchase Warrants (the "Warrants") issuable on exercise
of the Warrants.
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 (i) the
issued and outstanding shares of Stock are legally issued, fully paid and
non-assessable, and (ii) the shares of Stock, when sold, issued and paid for in
accordance with the terms of the Warrants, 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 of 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
