1
Exhibit 5.1
August 22, 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.
333- 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 52,500 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. 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.
2
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.
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
-------------------------------
CARMINE J. BUA, III
CJB:dmj
3
LAW OFFICES OF
CARMINE J. BUA
3838 Camino Del Rio North, Suite 333
San Diego, California 92108
Telephone: (619) 280-8000
Fax: (619) 280-8001
August 22, 2000 File No. 3542S8
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20001-1004
Attention: EDGAR Filing Desk
Re: NET MASTER CONSULTANTS, INC. EDGAR FILING FORM
S-8 REGISTRATION STATEMENT -- COMMISSION FILE
NO. 0-28311
Dear Sir/Madam:
Pursuant to the Instructions to Form S-8 and Regulation S-T, and on behalf
of my client, Net Master Consultants, Inc. (the "Company"), please be advised
that the Company's Form S-8 Registration Statement is being concurrently
submitted electronically.
The required $100.00 filing fee has been wire transferred to the SEC
account with the Mellon Bank on August 22, 2000 referencing the Company CIK
number 0001099728.
Very truly yours,
/s/ Carmine J. Bua, III
----------------------------------
CARMINE J. BUA, III
CJB:dmj
cc: Net Master Consultants, Inc. (via fax)