EXHIBIT 5.1 LEGAL OPINION OF WEED & CO. L.P.
WEED & CO. L.P.
4695 MACARTHUR COURT, SUITE 1450, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087
February 4, 2002
Board of Directors
Force 10 Trading, Inc.
11781 South Lone Peak Parkway
Suite 230
Draper, UT 84020
Re: Form S-8 Registration Statement; Opinion of Counsel
Dear Members of the Board:
You have requested our opinion with respect to certain matters in connection
with Force 10 Trading, Inc.'s (the "Company") filing of a registration statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of an aggregate of 1,797,000 shares of the
Company's common stock, $.001 par value (the "Shares"), pursuant to a consulting
agreement (the "Agreement") and the 2002 Non-Qualified Stock Compensation Plan
(the "Stock Plan").
In connection with this opinion, we have examined the Registration Statement and
such other documents, records, certificates, memoranda and other instruments as
we deemed necessary for the basis of this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies and the
due execution and delivery of all documents where due execution and delivery are
a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Agreement, Stock
Plan and the Registration Statement and related prospectus, will be validly
issued, fully paid and non-assessable.
Very truly yours,
/s/ April E. Frisby
------------------------
April E. Frisby
for
Weed & Co. L.P.