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John L. Petersen
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5616 San Felipe Attorney at Law Chateau de Barbereche
Suite 200 CH-1783 Barbereche
Houston, Texas 77056 Switzerland
Telephone 713.627.0019 E-mail Telephone 41.26.684.05.00
Facsimile 713.627.0927 jlp@ipo-law.com Facsimile 41.26.684.05.05
April 5, 1999
eNote.Com Inc.
1612 N. Osceola
Clearwater, Florida
Attention: Chairman of the Board
I have acted as counsel for eNote.Com Inc., a Delaware corporation formerly
known as Webcor Electronics, Inc. (the "Company"), in connection with the
proposed issuance by the Company of an aggregate of 1,460,000 shares of the
Company's Common Stock, $.01 par value ("Common Stock") pursuant to the
Company's 1997 Compensatory Stock Grant and 1999 Compensatory Stock Grants
(collectively, the "Plans").
In connection therewith, I have examined, among other things, the
Certificate of Incorporation, as amended, and By-laws of the Company, the
corporate proceedings with respect to such issuances, the Plans and the
Registration Statement on Form S-8 (No. 33-_________) filed by the Company on
April 5, 1999 (the "Registration Statement") with the Securities and Exchange
Commission for the registration, under the Securities Act of 1933, as amended,
of the Common Stock. I am rendering this opinion as of the time the Registration
Statement becomes effective.
Based on my review, I am of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
2. The Company is entitled to use Form S-8 to register the shares of
Common Stock issuable under the Plans because each of the grantees has
performed bona fide services for the Company and none of the Grants
constitutes compensation for services rendered in connection with the
offer or sale of securities in a capital-raising transaction.
3. The 1,460,000 shares of Common Stock of the Company issued by the
Company to the grantees pursuant to the Plans, have been duly
authorized for issuance, and, subject to compliance with any applicable
Blue Sky laws, upon the issuance and delivery thereof in accordance
with the provisions of the Plans and as set forth in the Registration
Statement and upon issuance will be duly authorized, validly issued,
fully paid and nonassessable.
I hereby consent to the filing, as an exhibit to the Registration
Statement, of this opinion.
Very truly yours,
/s/ John L. Petersen
JOHN L. PETERSEN
Attorney at Law