Exhibit 5.1 and 23.1
SNOW BECKER KRAUSS P.C.
605 Third Avenue
New York, New York 10158
Phone: (212) 687-3860
Fax: (212) 949-7052
November 2, 2000
Board of Directors
Micros-to-Mainframes, Inc.
614 Corporate Way
Valley Cottage, New York 10989
Gentlemen:
You have requested our opinion, as counsel for Micros-to-
Mainframes, Inc., a New York corporation (the "Company"), in connection with
the registration statement on Form S-3 (the "Registration Statement"), under
the Securities Act of 1933 (the "Act"), filed by the Company with the
Securities and Exchange Commission for the sale of 330,000 shares (the
"Registered Shares") of common stock, $.001 par value (the "Common Stock"),
by the selling securityholders named in the Registration Statement, including
240,000 shares (the "Shares") they acquired in a private offering (the
"Offering") and 90,000 shares (the "Warrant Shares") that they may acquire
upon exercise of warrants (the "Warrants") issued in connection with the
Offering.
We have examined such records and documents and made such
examinations of law as we have deemed relevant in connection with this
opinion. Based upon the foregoing, it is our opinion that:
1. The Company has been duly organized, is validly existing and
in good standing under the laws of the State of New York.
2. All of the Registered Shares have been duly authorized.
3. The Shares have been legally issued and are fully
paid and nonassessable.
4. The Warrant Shares, when issued upon payment of
the exercise price specified in the Warrants, will be legally
issued, fully paid and nonassesable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Registration Statement. In so doing, 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 Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ SNOW BECKER KRAUSS P.C.
