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EXHIBIT 5.1
KELLEY DRYE & WARREN LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
(203) 324-1400
November 17, 2000
Board of Directors of
Global Capital Partners Inc.
6000 Fairview Road, Suite 1410
Charlotte, NC 28210
Gentlemen:
We have acted as special counsel to Global Capital Partners, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of up to 300,000 shares (the
"Shares") of the Company's common stock, par value $.05 per share, issuable
pursuant to the 1996 Stock Option Plan, amended as of December 17, 1997, April
12, 1999, November 9, 1999 and September 21, 2000 (the "Plan"). In connection
therewith, the Company intends to file a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission"). This letter is delivered to you in response to your request for
our opinion as to matters described herein relating to the issuance of the
Shares.
In connection with the delivery of the within opinion we have
examined: the Plan; the Company's Certificate of Incorporation, as amended, as
in effect on the date hereof; the Company's By-Laws as in effect on the date
hereof; minutes of the Company's corporate proceedings, as made available to us
by officers of the Company; an executed copy of the amendment to the
Registration Statement, and all documents incorporated by reference therein and
exhibits thereto, in the form filed or to be filed with the Commission; and such
other documents and matters of law deemed necessary by us in order to deliver
the within opinion. In the course of such examination, we have assumed the
genuineness of all signatures, the authority of all signatories to sign on
behalf of their principals, if any, the authenticity of all documents submitted
to us as original documents and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to certain
factual matters, we have relied upon information furnished to us by officers of
the Company.
Based on the foregoing and solely in reliance thereon, it is our
opinion that the Shares have been duly authorized and, when issued and paid for
as contemplated by the Plan, will be validly issued, fully paid and
non-assessable.
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Board of Directors of
Global Capital Partners Inc.
November 17, 2000
Page 2
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement in the Registration Statement and to all references to
our firm included in Registration Statement, as of the date hereof. In giving
such consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
KELLEY DRYE & WARREN LLP
By: Randi-Jean G. Hedin
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A Partner
