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EXHIBIT 5
Letterhead of
Goldstein & DiGioia, LLP
369 Lexington Avenue
New York, New York 10017
Telephone Number (212) 599-3322
Facsimile (212) 557-0295
February 17, 1998
The Widecom Group Inc.
267 Matheson Boulevard East
Mississaugua, Ontario
Canada, L4Z 1X8
Re: The Widecom Group, Inc.
Amendment No. 1 to
Registration Statement on Form S-3
SEC File No. 333-355471
Ladies/Gentlemen:
We have reviewed Amendment No. 1 to a Registration Statement on Form
S-3, filed on February 17, 1998, (File No. 333-35547)(the "Registration
Statement") under the Securities Act of l933, as amended (the "Act") by The
Widecom Group Inc., an Ontario, Canada corporation (the "Company"). The
Registration Statement has been filed for the purpose of registering the
securities described therein for offer and sale under the Act. All capitalized
terms not defined herein have the meanings ascribed to them in the Registration
Statement.
This opinion has been rendered with respect to: 588,500 of outstanding
shares (the "Shares") of Common Stock, no par value per share; 110,000 Shares
issuable upon exercise of outstanding common stock purchase warrants; and
125,0000 Shares issuable upon conversion of $250,000 of 8% convertible
debentures.
In giving this opinion, we have relied on the opinion of the law firm
of Marks, Ciraco, Ontario, counsel to the Company, regarding all aspects of
Ontario and Canadian law, a copy of which is attached hereto as Exhibit A.
In connection with the opinions rendered herein, we have
examined the Certificate of Incorporation of the Company, its By-Laws, and such
other documents, corporate records and questions of law as we have deemed
necessary solely for the purpose of enabling us to render this opinion. On the
basis of such examination, we are of the opinion that:
l. The Company is a corporation duly organized and validly existing
and in good standing under the laws of Ontario, Canada, with corporate power to
conduct the business which it conducts as described in the Registration
Statement.
2. The Company has an authorized capitalization of 20,000,000 shares
of Common Stock, no par value per share.
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The Widecom Group Inc.
Page Two
February 17, 1998
3. The outstanding Shares have been duly authorized, sold and paid for
as described in the Registration Statement, and are validly issued, fully paid
and non-assessable.
4. The Shares issuable upon exercise of the Warrants have been duly
authorized and when issued sold and paid for, as described in the Registration
Statement, will be validly issued, fully paid and non-assessable.
5. The Shares issuable upon conversion of the debentures have been
duly authorized and when issued, as described in the Registration Statement,
will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinions" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Goldstein & DiGioia, LLP
GOLDSTEIN & DIGIOIA, LLP
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EXHIBIT A
[MARKS, CIRACO LETTERHEAD]
Delivered by regular mail
February 13, 1998
The Widecom Group Inc.
267 Matheson Boulevard East
Mississaugua, Ontario
Canada, L4Z 1X8
- -and-
Goldstein & DiGioia
369 Lexington Avenue
New York, New York
10017
Dear Sirs/Madames:
Re: The Widecom Group, Inc.
Amendment No. 1 to
Registration Statement on Form S-3
SEC File No. 333-35547
We have reviewed and examined the Certificate of Incorporation of the Company,
By-Laws, and such other documents, notices and forms, corporate records and
questions of law as we have deemed necessary solely for the purpose of enabling
us to render this opinion.
We have not represented the Company on a regular basis and our engagement has
been limited to specific matters on which we have been consulted by the
Company. We advise each of you that the Company has engaged other counsel from
time to time and, as a result, there may be matters of which we have no
knowledge. For each of the foregoing reasons, the opinions contained herein
are limited accordingly. we are members of the Bar of the Province of Ontario
and are not admitted to practice in any other jurisdiction. The opinions
expressed herein relate only to the laws of the Province of Ontario and the
laws of Canada applicable therein and although the Documents call for the
application of foreign law, no opinions are expressed herein with respect to
the laws of any other jurisdiction. On the basis of such organization, we are
of the opinion that:
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l. The Company is a corporation duly organized validly existing and in good
standing under the laws of the Province of Ontario, Canada, with corporate
power to conduct the business which it conducts as described in the
Registration Statement.
2. The Company has an authorized capitalization of 20,000,000 shares of Common
Stock, no par value per share, pursuant to Articles of Amendment filed the
15th day of September, 1995, and Articles of Amendment filed the 16th day of
November, 1995 with the Ministry of Consumer and Commercial Relations,
Province of Ontario.
3. The outstanding Shares have been duly authorized, sold and paid for as
described in the Registration Statement, and are validly issued, fully paid and
non-assessable.
4. The Shares issuable upon exercise of the Warrants have been duly authorized
and when issued sold and paid for, as described in the Registration Statement,
will be validly issued, fully paid and non-assessable.
5. The Shares issuable upon conversion of the Debentures have been duly
authorized and when issued, as described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to reference to our firm under the caption "Legal Opinions" in the
Prospectus forming a part of this Form S-3 Amendment No. 1 of The Widecom Group
Inc.
Very truly yours,
MARKS, CIRACO
/s/ William I. Marks
WILLIAM I. MARKS