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Exhibit 5.1
June 2, 2000
HAND-DELIVERED
HomeSeekers.com, Incorporated
6490 South McCarran Boulevard
Suite D-28
Reno, NV 89509
Re: Opinion and Consent of Jenkins & Carter
Registration Statement on Form S-3; HomeSeekers.com,
Incorporated (the "Company")
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities Exchange Commission with respect to the registration for public sale
of 3,178,210 shares (the "Registerable Shares") of common stock, $.001 par value
(the "Common Stock"), including up to 1,000,000 shares of Common Stock reserved
for issuance upon exercise of certain outstanding warrants (the "Reserved
Shares").
In connection therewith, we have examined and relied upon original,
certified, conformed, photostat or other copies of (i) the Articles of
Incorporation, as amended, and Bylaws of the Company; (ii) resolutions of the
Board of Directors of the Company authorizing the offering and the issuance of
the Common Stock and related matters; (iii) the Registration Statement and the
exhibits thereto; and (iv) such other matters of law as we have deemed necessary
for the expression of the opinion herein contained.
Based upon the foregoing, we are of the opinion that: (i) the currently
outstanding Registerable Shares have been legally issued and are fully paid and
non-assessable; and (ii) the Reserved Shares, when issued and upon payment of
the agreed upon consideration therefore, will be legally issued, fully paid and
non-assessable if all terms and conditions of the applicable warrants are
complied with.
The opinions set forth above are subject to the following
qualifications:
(a) We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals,
the conformity to the originals of all
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HomeSeekers.com, Incorporated
June 2, 2000
Page -2-
documents submitted to us as copies and the authenticity of
the originals of all such latter documents. We have also
assumed the accuracy of the factual matters contained in
the documents we have examined.
(b) Where documents delivered to us by the Company and its
representatives state that the officers and directors of the
Company have taken actions with respect to the Registerable
Shares or the Reserved Shares, we have assumed that such
actions have been taken.
(c) We have assumed the due execution and delivery for value of
all agreements pertaining to the Registerable Shares and the
Reserved Shares by the holders of such shares, other than the
Company.
(d) We have relied (to the extent we have no contrary knowledge),
without investigation, as to matters of fact upon certificates
furnished by officers of the Company whose positions and
authority would reasonably require them to have knowledge of
the facts certified, and by public officials, and search
reports of recognized search companies.
(e) We are qualified to practice law in the State of Nevada and
have not made a special examination of any law other than the
law of the State of Nevada. Accordingly, in connection with
the rendering of this opinion, we express no opinion as to the
laws of any state, or as to any matter subject to such laws,
other than the current laws of the State of Nevada. We have
assumed that, if and where applicable, laws of other states
are the same as the laws of the State of Nevada.
(f) Our opinion is limited to matters expressly set forth herein
and no opinion is to be implied or inferred beyond the matters
expressly so stated.
(g) Our opinion is subject to and limited by (i) all applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws affecting the enforcement of
creditors' rights generally; (ii) all rights which may inhere
in the Internal Revenue Service or any state or local taxing
authorities under the tax laws of the United States of America
and the several states; and (iii) general equitable principles
regardless of whether such enforceability is considered in a
proceeding at law or in equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to use our name under the caption "Legal Matters" in
the prospectus comprising part of the Registration Statement. However, this
opinion is furnished only for your benefit and may not be relied upon by any
other person or entity without our express prior written consent. This opinion
speaks only as of the date hereof and is limited to present statutes, laws and
regulations and to the facts as they currently exist, and we have assumed no
obligation to update or supplement this opinion.
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Sincerely yours,
/s/ Jerry C. Carter
Jerry C. Carter
JCC/vp
