December 19, 2002 3641S8
Ms. Penny Perfect
President
AlphaTrade.com
400 - 1111 West Georgia Street
Vancouver, B.C. V6E 4M3
CANADA
Re: Legal Opinion for AlphaTrade.com S-8 Registration
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Statement and my Consent for Filing this Opinion as
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an Exhibit to the S-8 Registration Statement
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Dear Ms. Perfect:
At your request, I have examined the form of Registration Statement No.
333-____________ which AlphaTrade.com (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 1,200,000 shares of your Common Stock (the "Shares") issuable
pursuant to that certain AlphaTrade.com 2002 Stock Option Plan (the "Plan").
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. Articles 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 Plan.
4. The Registration Statement.
5. The Plan.
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 Plan, subject to effectiveness of the Registration Statement and
compliance with applicable blue sky laws, and execution of the Plan in the form
referred to herein, when issued pursuant to the Plan, will be duly and validly
authorized, fully paid and non-assessable.
5.1 - 1
Ms. Penny Perfect
December 19, 2002
Page 2
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 Nevada 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,
CARMINE J. BUA, III
CJB:dmj
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