JOHN M. STULL
ATTORNEY AT LAW
SUITE 710
1300 NORTH MARKET STREET
POST OFFICE BOX 1947
WILMINGTON, DELAWARE 19899-1947
---
(302) 654-0399
Fax: (302) 654-0884
January 11, 2001
The Board of Directors
airbomb.com Inc.
Suite 505 - 155 Robson Street
Vancouver, B.C.
Canada V6E 1B5
Re: Stock Options for Non-Control Group consultant and
employees pursuant to Incentive Stock Option Agreements
Dear Ladies and Gentlemen:
We have acted as special Delaware counsel to airbomb.com
Inc., a Delaware corporation (the "Company") in connection with
the grant of certain stock options (the "Options") as reflected
in Form S-8 pursuant to the Company's Incentive Stock Option
Agreements and supporting resolutions of the Company's Board of
Directors through October 2, 2000. Upon exercise, each Option
entitles the holder thereof to purchase one share of the
Company's Common Stock, par value $0.001 per share (the "Common
Stock"), as determined in appropriate Option Agreements, subject
to adjustment.
In our capacity as special Delaware counsel, we have
reviewed only the following documents and have made no other
investigation or inquiry:
1. The Certificate of Incorporation of the Company, as amended
and in effect as of the date hereof;
2. The Certificate of Domestication of the Company in effect as
of the date hereof;
3. The Bylaws of the Company, as amended and in effect as of
the date hereof;
4. Resolutions of the Board of Directors granting Incentive
Stock Options pursuant to Incentive Stock Option Agreements;
5. Incentive Stock Option Agreements (the "Option Agreements")
between the Company and consultant and employees of the Non-
Control group;
6. A short Form Certificate of Good Standing for the Company
dated December 22, 2000, obtained from the Secretary of
State of the State of Delaware.
For purposes of this opinion we have not reviewed any
documents other than the documents listed in (1) through (6)
above. In particular, we have not conducted any independent
investigation beyond our review of the documents listed in (1)
through (6) above, and we have
JOHN M. STULL, ESQ.
The Board of Directors, airbomb.com Inc.
January 11, 2001
Page 2
not reviewed any document (other than the documents listed in (1)
through (6) above) that is referred to or incorporated by reference
into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is
inconsistent with or would otherwise alter the opinion stated herein.
In addition, we have conducted no independent factual
investigation of our own but rather have relied solely on the
foregoing documents, the statements and information set forth
therein and the additional matters related or assumed therein,
all of which we have assumed to be true, complete, and accurate.
Based upon the foregoing and upon an examination of such
questions of Delaware law as we have considered necessary or
appropriate, and subject to the assumptions, exceptions,
limitations, and qualifications set forth below, we advise you
that, in our opinion:
The shares of Common Stock issuable upon exercise of the
Options (a) have been duly authorized and (b) upon issuance in
connection with exercise of the Options, and subject to payment
of the consideration therefor, the due endorsement and delivery
of certificates therefor, and the reflection thereof in the stock
records of the Company, all in accordance with the terms of the
Resolutions and Option Agreements, will be validly issued, fully
paid, and non-assessable.
The foregoing opinion is subject to the following
assumptions, exceptions, limitations, and qualifications:
A. The forgoing opinion is limited to the laws of the
State of Delaware presently in effect. We express no opinion as
to the laws, rules, or regulations of any other jurisdictions
including, without limitation, the federal laws of the United
States and rules and regulations relating thereto. In addition,
we express no opinion as to the securities laws of the State of
Delaware and the rules and regulations relating thereto.
B. We have assumed that all signatures on documents and
instruments examined by us are genuine, that all documents and
instruments submitted to us as originals are authentic, and that
all documents and instruments submitted to us as copies or drafts
of documents to be executed are complete, accurate, and authentic
copies or drafts that conform (or upon execution of the
originals, will conform) to authentic and executed originals,
which fact we have not independently verified.
C. The enforceability of the Option Agreements and the
enforceability of the rights and obligations of the parties
thereunder are subject to and may be limited by (i) applicable
bankruptcy, insolvency, moratorium, fraudulent conveyance,
fraudulent transfer, and similar laws relating to or affection
creditors rights generally, including, without limitation, the
Delaware Uniform Fraudulent Transfers Act, the provisions of the
United States Bankruptcy Code, and the Delaware insolvency
statues, (ii) principles of equity, including, without
limitation, concepts of
JOHN M. STULL, ESQ.
The Board of Directors, airbomb.com Inc.
January 11, 2001
Page 3
materiality, good faith, fair dealing,
conscionability, and reasonableness, and the possible
unavailability of specific performance or injunctive relief
(regardless of whether such enforceabilitiy is considered in a
proceeding in equity or at law), and (iii) applicable law
relating to fiduciary duties.
D. We have assumed the due execution and delivery by each
signatory or party thereto of each document or agreement examined
by us, including, without limitation, due execution and delivery
of the Option Agreements. We have further assumed the legal
capacity of any natural person who is a signatory to any
agreement, certificate, or other document examined by us.
E. We have assumed (i) that each of the statements made
and certified in the Resolutions of the Board of Directors was
true and correct when made, has at no time since being made and
certified become untrue or incorrect, remains true and correct on
the date hereof, and will be true and correct on the date the
Company is or becomes obligated to issue shares of Common Stock
upon exercise of the Options, and (ii) the Resolution authorizing
a reduced option price for Options affected thereby has not been
amended, modified or revoked since the time of adoption, remains
in full force and effect on the date the Company is or becomes
obligated to issue shares of the Common Stock upon exercise of
the Options.
F. We have assumed that (i) at the time the Company is or
becomes obligated to issue any shares of Common Stock upon
exercise of the Options, the Company will have adequate
authorized and unissued shares of Common Stock to fulfill such
obligations, and (ii) at the time the Company is or becomes
obligated to issue any shares of Common Stock upon exercise of
the Options, the per share purchase price for the Common Stock
(pursuant to the terms of the Option Agreements and as adjusted
pursuant thereto) will be at least equal to the per share par
value of the Common Stock.
G. The opinions expressed in this letter are rendered as
of the date hereof and are based on our understandings and
assumptions as to present facts, and on the application of
Delaware law as the same exists on the date hereof. We assume no
obligation to update or supplement this opinion letter after the
date hereof with respect to any facts or circumstances that may
hereafter come to our attention or to reflect any changes in the
facts or law that may hereafter occur or take effect.
We understand that you wish to file this opinion as an
Exhibit to the Registration Statement on Form S-8 filed by the
Company and covering the shares of Common Stock issuable upon the
exercise of the Options and we consent to such filing and to the
inclusion of this opinion in such Registration Statement. This
opinion is rendered solely for your benefit in connection with
the transactions herein described and, except as provided in the
preceding sentence, may not, without our prior written consent,
be furnished or quoted to any other person or entity.
JOHN M. STULL, ESQ.
The Board of Directors, airbomb.com Inc.
January 11, 2001
Page 4
Yours very truly,
/s/ John M. Stull
John M. Stull
JMS\prs