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EXHIBIT 5.1
August 24, 2000
HAND-DELIVERED
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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-8; HOMESEEKERS.COM,
INCORPORATED (THE "COMPANY")
Gentlemen:
This opinion is submitted with respect to the registration for public
sale of an additional 6,000,000 shares (the "Registerable Shares") of common
stock of the Company, $.001 par value (the "Common Stock"), reserved for
issuance upon exercise of options (the "Options") granted pursuant to the
HomeSeekers.com, Incorporated Amended and Restated 1996 Stock Option Plan, as
amended (the "Plan").
In connection with this Opinion and Consent, we have examined and
relied upon original, certified, conformed, photostat or other copies of (i)
the Restated Articles of Incorporation and Amended and Restated Bylaws of the
Company; (ii) the Plan; (iii) the Registration Statement and the exhibits
thereto; and (iv) such matters of Nevada law as we have deemed necessary for
the expression of the opinion herein contained.
Based on such examination and on the assumptions and qualifications set
forth below, we are of the opinion that, when the Options are granted in
accordance with all of the terms of the Plan and upon receipt by the Company
of such lawful consideration therefor as the Company's Board of Directors may
determine, the Registerable Shares, when issued and delivered upon proper
exercise of the applicable Options and upon receipt by the Company of such
lawful consideration therefor having a value not less than the par value
thereof as the Company's Board of Directors may determine, will be duly
authorized, validly issued, fully paid, and nonassessable, so long as all of
the terms and conditions of the Plan and the applicable Options are complied
with.
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HomeSeekers.com, Incorporated
August 24, 2000
Page -2-
In rendering the foregoing opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto, will have become
effective; (ii) the definitive terms of any of the Options will have been
established in accordance with the authorizing resolutions of the Company's
Board of Directors, the Company's Restated Articles of Incorporation, the
Company's Amended and Restated Bylaws, the Plan, and applicable law; (iii)
resolutions authorizing the Company to grant any of the Options will have
been validly adopted by the Company's Board of Directors and will be in full
force and effect at all times at which such Options are granted by the
Company; (vi) any agreement or representation upon which approval of the
Company's Board of Directors for the grant of any Options or the issuance or
delivery of any Registerable Shares is predicated will have been duly
authorized, executed and delivered by the prospective recipient of such
Options or Registerable Shares; and (v) the Options and the Registerable
Shares will be issued and delivered in compliance with applicable federal and
state securities laws.
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 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 shareholders, officers, or
directors of the Company have taken actions with respect to the
Plan, the Options or the Registerable Shares, we have assumed that
such actions have been taken.
(c) We have relied as to certain factual matters upon certificates of
officers of the Company, and we have not independently checked or
verified the accuracy of the statements contained therein.
(d) 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.
(e) 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.
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HomeSeekers.com, Incorporated
August 24, 2000
Page -3-
(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.
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.
Sincerely yours,
/s/ Jerry C. Carter
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Jerry C. Carter
JCC/vp
