Exhibit 5.1
L. VAN STILLMAN, P.A. 1177 George Bush Boulevard, Suite 308
Attorney-At-Law Delray Beach, Florida 33483
Telephone (561) 330-9903
L. Van Stillman Facsimile (561) 330-9116
Admitted in Florida and Pennsylvania E-Mail van@stillman.net
May 30, 2002
Board of Directors
GSociety, Inc.
555 NE 5TH Street
Suite 15-CU
Miami, Florida 33156
RE: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to whether or not the 2,675,000 shares
of common stock ($0.0001 par value) to be issued to various individuals solely
for services, when issued, will be legally issued and fully paid and
non-assessable securities of the Company. In connection with these agreements, I
have examined the Form of the Registration Statement to be filed by the Company
in connection with such shares on Form S-8; the Articles of Incorporation of the
Company, as amended; the By-Laws of the Company currently in effect; and the
Minutes of the Company relating to the issuance of the shares. In addition, I
have examined such other documents and records, instruments and certificates of
public officials, officers and representatives of the Company and have made such
other investigations as I deemed necessary or appropriate under the
circumstances. In connection with rendering this opinion, I have reviewed such
statutes and regulations as I have deemed relevant and necessary. In my
examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity of all documents submitted to me as certified or
photostat copies, and the authenticity of the original of such copies. I have
further assumed that the recipients of the shares of common stock under this
agreement will have paid the consideration required under the terms of such
agreement or agreements prior to the issuance of such shares.
Based upon the foregoing, and in reliance thereon, it is my opinion
that, subject to the limitations set forth herein, the agreements made with
individuals for the issuance of 2,675,000 shares of common stock to be issued,
will, upon receipt of full payment, issuance and delivery in accordance with the
terms of the agreements covered by such
BOARD OF DIRECTORS
GSOCIETY, INC.
RE: REGISTRATION STATEMENT ON FORM S-8
PAGE 2
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Registration Statement, 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 Registration
Statement and does not cover subsequent issuances of shares to be made in the
future pursuant to such agreement, if any, 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 concerning the validity of issuance of such
shares.
This opinion is limited to the laws of the State of Florida. I express
no opinion with respect to the laws of any other jurisdiction. In addition, I
hereby consent to you filing this opinion with the Securities and Exchange
Commission as an exhibit to the above-referenced Registration Statement. This
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose without my prior written consent. This opinion is based upon my
knowledge of the law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which comes to my attention
hereafter.
Very truly yours,
LAW OFFICE OF L. VAN STILLMAN, P.A.
/s/L. VAN STILLMAN
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L. Van Stillman, President
LVS:kni