Exhibit 5.1
Capetanakis & Preite
Counsellors at Law
67 Wall Street
New York, New York 10005
July 14, 2000
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Novex Systems International, Inc. (The "Company")
Amendment No. 3 to Form SB-2 on Form S-1 Relating to the Registration
of Shares of Common Stock, par value $.001 per share, Class B
Warrants and Common Stock Options
Gentlemen:
We have been requested by the Company, a New York corporation, to furnish
you with our opinion as to the matters hereinafter set forth in connection with
the above-referenced Registration Statement (the "Registration Statement")
covering all of the shares of Common Stock, Class B Warrants and Common Stock
Options and the shares of common stock underlying such warrants and options,
which will be offered by the Selling Securityholders who acquired such shares,
warrants and stock options pursuant to various agreements including, but not
limited to, Subscription Agreements, Convertible Debentures, Stock Purchase
Warrant Agreements, Common Stock Option Agreements and Registration Rights
Agreement, the number of shares, warrants and stock options as set forth in the
calculation chart to the cover page of the Company's aforementioned Registration
Statement.
In connection with this opinion, we have examined the Registration
Statement, the Certificate of Incorporation and the related Merger Certificates,
and the By-Laws of the Company each as amended to date, copies of the records of
corporate proceedings of the Company and copies of such other materials,
instruments and documents as we have deemed necessary to enable us to render the
opinion hereafter expressed.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock, the Class B Warrants, the Common Stock Options and the
shares of common stock underlying such warrants and options which are referred
to above, when sold in the manner described in the Registration Statement, will
be legally issued, fully paid and non-assessable.
<PAGE>
We render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of New York. We hereby consent to the use of this
opinion as an Exhibit to the Registration Statement and to the reference to our
firm's name under the caption "Legal Matters" in the prospectus included in the
Registration Statement.
Sincerely,
CAPETANAKIS & PREITE
