1
Exhibit 5.1
June 20, 2000 3542
Ms. Nora Coccaro
President
Net Master Consultants, Inc.
1818 - 1177 West Hastings Street
Vancouver, B.C. V6E 2K3
CANADA
Re: LEGAL OPINION FOR NET MASTER CONSULTANTS, INC.
S-8 REGISTRATION STATEMENT AND MY CONSENT FOR
FILING THIS OPINION AS AN EXHIBIT TO THE S-8 REGISTRATION
STATEMENT
Dear Ms. Coccaro:
At your request, I have examined the form of Registration Statement No.
33-____________ which Net Master Consultants, Inc. (the "Company") is filing
with the Securities and Exchange Commission, on Form S-8 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 300,000 shares of your Common Stock (the "Shares") issuable
pursuant to that certain Agreement for Consulting Services (the "Agreement").
In rendering the following opinion, I have examined and relied only
upon the documents, and certificates of officers and directors of the Company as
are specifically described below. In my examination, I have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to me as originals, and the conformity with the original
documents of all documents submitted to me as copies. My examination was limited
to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2
2. Bylaws of the Company, as amended to date;
3. Resolution adopted by the Board of Directors of the Company
authorizing the issuance of the Shares pursuant to the Agreement;
4. The Registration Statement;
5. The Agreement.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Shares to be issued
under the Agreement, subject to effectiveness of the Registration Statement and
compliance with applicable blue sky laws, and execution of the Agreement in the
form referred to herein, when issued pursuant to the Agreement, will be duly and
validly authorized, fully paid and non-assessable.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Shares are proposed to be offered and sold or as
to the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Shares.
I consent to the filing of this opinion as an exhibit to any filing
made with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Shares described in the Registration Statement in connection with the
offering described therein. Other than as provided in the preceding sentence,
this opinion (i) is addressed solely to you, (ii) may not be relied upon by any
other party, (iii) covers only matters of Texas and federal law and nothing in
this opinion shall be deemed to imply any opinion related to the laws of any
other jurisdiction, (iv) may not be quoted or reproduced or delivered by you to
any other person, and (v) may not be relied upon for any other purpose
whatsoever. Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above.
3
Ms. Nora Coccaro
June 20, 2000
Page 3
By giving you this opinion and consent, I do not admit that I am an
expert with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the Securities
Act of 1933, as amended, or the Rules and Regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ CARMINE J. BUA, III
CJB:dmj