[LETTERHEAD OF MINTZ AND FRAADE]
March 22, 2002
Chell Group Corporation
14 Meteor Drive
Toronto, Ontario
M9W 1A4
Re: Chell Group Corporation
Gentlemen:
We are rendering this opinion to you in connection with the offering (the
"Offering") of 911,107 shares of Common Stock (the "Shares") of Chell Group
Corporation, a New York corporation (the "Company"), which are to be issued to
its employees in accordance with the Chell Group Corporation Stock Option Plan
pursuant to a Registration Statement to be filed with the Securities and
Exchange Commission pursuant to a Form S-8 of the Securities Act of 1933, as
amended (the "Act"). The Chell Group Corporation Stock Option Plan was approved
by the Board of Directors of the Company and ratified by the Shareholders at the
annual meeting of Shareholders of the Company, held on August 31, 2000. The
Shareholders approved an increase in the number of shares of the Common Stock of
the Company that are subject to the Stock Option Plan from 1,000,000 million to
twenty (20%) percent of the issued and outstanding Common Stock of the Company,
on a fully diluted basis. The Shares registered in the subject Offering
represent the difference between twenty (20%) percent of the issued and
outstanding shares of the Company as of February 27, 2002, and 1,000,000 shares
that were previously registered by the Company in a Form S-8 Registration
Statement which became effective on August 14, 1998. We have not taken part in
any aspect of the Offering. Our engagement with respect to the Offering is
limited solely to the rendering of this opinion.
In connection with rendering this opinion we have examined originals or
copies of the following documents, instruments and agreements (collectively the
"Documents"):
a) the Articles of Incorporation of the Company, and any
amendments, as filed with the Secretary of the State of New
York;
b) the By-Laws of the Company;
c) the Chell Group Corporation Stock Option Plan;
d) the Minutes of the annual meeting of shareholders of Chell
Group Corporation held on August 31, 2000; and
e) the Unanimous Consent of the Board of Directors approving
the filing of a Form S-8 Registration Statement registering
the Shares issued to the
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Consultants.
In our examination, we have assumed, without investigation, the
authenticity of the Documents, the genuineness of all signatures to the
Documents, the legal capacity of all persons who executed the Documents, the due
authorization and valid execution by all parties to the Documents, that the
Agreement constitutes a valid and legally binding agreement and obligation of
all parties thereto, the authenticity of all Documents submitted to us as
originals, and that such Documents are free from any form of fraud,
misrepresentation, duress or criminal activity, and the conformity of the
originals of the Documents which were submitted to us as certified or
photostatic copies.
Solely for purposes of this opinion, you should assume that our
investigation was and will be limited exclusively to those items which are
specifically set forth in this opinion and that no further investigation has
been or will be undertaken and that we have only reviewed and will only review
the Documents which are specifically designated in this opinion.
In rendering this opinion, we have assumed the legal competency of all
parties to the Documents and the due authorization, valid execution, delivery
and acceptance of all Documents by all parties thereto.
We have further assumed, among other things, that the recipient of the
Shares will have provided consideration acceptable to the Board of Directors and
in compliance with Form S-8 and that any Shares to be issued will have been
registered in accordance with the Act, absent the application of an exemption
from registration, prior to the issuance of such Shares.
Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will be
duly and validly authorized, legally issued, fully paid and non-assessable. This
opinion is expressly limited in scope to the Shares enumerated herein which are
to be expressly covered by the referenced Registration Statement and does not
cover subsequent issuances of shares, pertaining to services to be performed in
the future (such transactions are required to be included in either a new
Registration Statement or a Post Effective Amendment to the Registration
Statement including updated opinions).
The Securities and Exchange Commission (the "SEC") or any state regulatory
authority could disagree with our opinion. Moreover, no assurance can be given
that there will not be a change in existing law or that the SEC or any state
regulatory authority will not alter its present views either prospectively or
retroactively or adopt new views with respect to any matters which are
summarized above and those matters upon which we have rendered our opinion.
The opinions set forth herein are limited to the laws of the State of New
York and the federal laws of the United States, and we express no opinion on the
effect on the matters covered by this opinion of the laws of any other
jurisdiction.
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This opinion is rendered solely for the benefit of you in connection with
the transaction described herein and may not be delivered to or relied upon by
any other person without our prior written consent.
Very truly yours,
Mintz & Fraade, P.C.
By: /s/ Alan P. Fraade
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Alan P. Fraade
APF:msb