5.1
Michael S. Krome, P.C.
Attorney-at-Law
8 Teak Court
Lake Grove, New York 11755
(631) 737-8381
September 20, 2001
FoneCash, Inc.
90 Park Avenue, Suite 1700
New York, NY 10016
Ladies and Gentlemen:
You have requested an opinion with respect to certain matters in
connection with the filing by Fonecash, Inc., (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
covering the registration of 800,000 shares of Common Stock of the Company, par
value $0.0001 per share (the "Shares").
The share to be covered by the Registration Statement include 800,000
Shares of Common Stock of the Company in the name of John Stone, for consulting
services pursuant to a Consulting Agreement entered into between the Company and
the Consultant dated September 18, 2001
In connection with this opinion, I have examined and relied upon the
Company's Articles of Incorporation and By-Laws, the Minutes of the Meetings of
the Broad of Directors of the Company, as well as originals or copies, certified
to my satisfaction, of such records, documents, certificates, memoranda and
other instruments as in my judgment are necessary or appropriate to enable me to
render the opinion contained herein. I have assumed the genuineness and
authenticity of all documents submitted to me as copies thereof and the due
execution, delivery or filing of documents, where such execution, delivery or
filing are a prerequisite to the effectiveness thereof.
I have also reviewed the previous filings of the Company, and for the
purposes of this opinion have relied upon representations of the Company that it
is current in its filings and that the filings are true and accurate
representations of the state of the Company when the documents were filed. Based
upon and subject to the foregoing, we are of the opinion that, when issued and
paid for in accordance with the Consulting Agreement, the Shares will be validly
issued, fully paid and non-assessable.
I am a member of the bar of the State of New York and am licensed or
admitted to practice in any other jurisdiction. My opinions below are limited to
the laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal securities laws of the United States.
On the basis of the foregoing, and in reliance thereon, I am of the
opinion that the Shares, when issued in accordance with the Registration
Statement and the Consulting Agreement, will be validly issued, fully paid and
non-assessable shares of the Common Stock of the Company, and do not need to
bear a restrictive legend upon them.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Michael S. Krome
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Michael S. Krome