SOMMER & SCHNEIDER LLP
595 STEWART AVENUE, SUITE 710
GARDEN CITY, NEW YORK 11530
Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
March 29, 2000
Board of Directors
BusinessMall.Com, Inc.
601 Cleveland Street, Suite 930
Clearwater, FL 33755
Gentlemen:
I am Securities Counsel to BusinessMall.Com, Inc. (f/k/a Progressive
Telecommunications Corporation) (the "Corporation"), a Nevada corporation. This
opinion letter has been prepared in connection with the Corporation's
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission relating to the proposed offering of an
aggregate of 9,476,470 shares of the Corporation's common stock, par value $.001
per share, all of which shares (the "Shares") were issued or will be issued by
the Corporation in accordance with the terms of the following: (1) 2,170,175
Warrants exercisable at the price of $2.50 per Share and expire on December 31,
2000; (2) 985,000 Warrants exercisable at the price of $1.00 per Share and
expire on February 2002; (3) 968,667 Warrants exercisable at the price of $1.50
per Share and expire on December 31, 2002; (4) 375,000 Warrants exercisable at
the price of $3.88 per Share and expire on March 31, 2003; (5) Convertible
debentures in the aggregate principal amount of $502,500, convertible into
335,000 Shares convertible at $1.50 per Share; (6) Convertible debentures in the
aggregate principal amount of $1,500,000, convertible into 773,196 Shares based
on 150% of the initial conversion price of $3.44 per Share; and (7) an aggregate
of 3,869,464 Shares issued by the Corporation pursuant to Stock Purchase
Agreements, in lieu of contracting services, in lieu of equipment, in connection
with conversion of debt and consulting agreements. This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. (s) 229.601 (b)(5) in connection
with the Registration Statement.
For purposes of this opinion letter, I have examined copies of the
following documents:
1. An executed copy of the Registration Statement;
2. Executed copies of the Warrants;
3. Executed copies of Convertible Debentures;
4. Certificate of Incorporation, with all amendments thereto;
5. The By-laws of the Corporation; and
6. Resolutions of the Board of Directors dated:
i. August 18, 1999
ii. September 10, 1999
iii. September 28, 1999
iv. October 22, 1999
v. October 26, 1999
vi. November 10, 1999
vii. November 23, 1999
viii. December 1, 1999
ix. December 30, 1999
x. January 11, 2000
xi. January 13, 2000
xii. January 25, 2000
xiii. January 27, 2000
xiv. January 28, 2000
xv. February 3, 2000
xvi. February 14, 2000
xvii. February 15, 2000
xviii. February 17, 2000
xix. February 24, 2000
xx. February 29, 2000
xxi. March 9, 2000
xxii. March 20, 2000
xxiii. March 22, 2000
xxiv. March 23, 2000.
xxv. March 29, 2000.
In my examination of the aforesaid documents, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to me, and
the conformity with the original documents of all documents submitted to me as
certified, telecopies, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Nevada
General Corporation Law. I express no opinion herein as to any other laws,
statutes, regulations or ordinances.
Based upon, subject to and limited by the foregoing, I am of the opinion
that following (i) effectiveness of the Registration Statement, (ii) issuance of
the Shares pursuant to the terms of the warrants and debentures, and(iii)
receipt by the Corporation of the consideration for the Shares specified in the
warrants and debentures and resolutions of the Board of Directors, the Shares
will be validly issued, fully paid and nonassessable under the Nevada General
Corporation Law.
I assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without my prior written consent.
I hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement. In giving this consent, I do not hereby admit that
I am an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
SOMMER & SCHNEIDER LLP
/s/ Joel C. Schneider
Joel C. Schneider
JCS/md
Board of Directors
BusinessMall.Com, Inc.
March 29, 2000
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