EXHIBIT 5.1
OPINION OF DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.
DILL DILL CARR STONBRAKER & HUTCHINGS
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
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Daniel W. Carr Fay M. Matsukage**
John J. Coates Felicity Rossi
Kevin M. Coates Adam P. Stapen
H. Alan Dill Jon Stonbraker
Robert A. Dill Craig A. Stoner
Thomas M. Dunn Patrick D. Tooley
John A. Hutchings --------
Stephen M. Lee Leslie Block Kaye*
of counsel
* Also licensed in
Arizona and New
York
**Also licensed in
Nevada
September 25, 2001
E-Trend Networks, Inc.
5919 - 3rd Street, S.E.
Calgary, Alberta T2H 1K3
Canada
Gentlemen:
As counsel for your company, we have reviewed your Certificate of Incorporation
and Bylaws, and such other corporate records, documents, and proceedings and
such questions of law as we have deemed relevant for the purpose of this
opinion.
We have also examined the Registration Statement of your company on Form SB-2
which will be transmitted for filing with the Securities and Exchange Commission
(the "Commission") on or about September 26, 2001, covering the registration
under the Securities Act of 1933, as amended, of the following:
(a) Up to 5,000,000 shares of common stock which are issuable to Swartz
Private Equity, LLC as put shares under an investment agreement; and
(b) Up to 500,000 shares of common stock which are issuable upon the
exercise of commitment warrants issued to Swartz,
including the exhibits and form of prospectus (the "Prospectus") filed
therewith.
On the basis of such examination, we are 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, with all
requisite corporate power and authority to own, lease, license, and use
its properties and assets and to carry on the businesses in which it is
now engaged.
2. The Company has an authorized capitalization as set forth in the
Prospectus.
3. The shares of Common Stock of the Company to be issued to Swartz
Private Equity, LLC are validly authorized and, when the pertinent
provisions of the Securities Act of 1933
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455 Sherman Street, Suite 300 / Denver, Colorado 80203 / Fax (303) 777-3823 /
(303) 777-3737
E-mail: dillndill@aol.com
E-Trend Networks, Inc.
September 25, 2001
Page 2
and such "blue sky" and securities laws as may be applicable have been
complied with, such shares will be validly issued, fully paid, and
nonassessable.
4. The shares of Common Stock of the Company to be issued to Swartz
Private Equity, LLC upon the exercise of the commitment warrants are
validly authorized and when the warrants are exercised in accordance
with their terms, the shares of Common Stock so issuable upon exercise
will be validly issued as fully paid and nonassessable shares of Common
Stock of the Company.
We hereby consent to the use of our name in the Registration Statement and
Prospectus in the section captioned "Legal Matters," and we also consent to the
filing of this opinion as an exhibit thereto. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Dill Dill Carr Stonbraker & Hutchings, P.C.
DILL DILL CARR STONBRAKER
& HUTCHINGS, P.C.