EXHIBIT 5.1
CHAPMAN & FLANAGAN, LTD.
A Professional Legal Corporation
Daniel G. Chapman Herbert M. Jacobi
Sean P. Flanagan Of Counsel
* Not licensed in Nevada
October 9, 2001
Board of Directors
Playandwin, Inc.
7050 Weston Road
Vaughan, ON L4L 8G7
RE: Issuance of Shares Pursuant to Registration on Form S-8
Gentlemen:
We have acted as special securities counsel for Playandwin, Inc.,
a Nevada corporation (the "Company"). You have requested our opinion in
connection with the registration by the Company of 3,675,000 shares
(the "Shares") of its common stock to be issued pursuant to a
registration statement on Form S-8 filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
(Such registration statement, as amended or supplemented is
hereinafter referred to as the "Registration Statement.") The Shares
are to be issued under the Company's Consulting and Legal Services Plan
(the "Plan").
You have advised that:
1. The Company is current in its reporting responsibilities to the
Securities and Exchange Commission as mandated by the Securities
Exchange Act of 1934, as amended.
2. The Shares will be issued to consultants and participants in
the Plan as compensation for their services on behalf of the
Company. Such persons have provided bona-fide services to the
Company which are not in relation to the offer or sale of
securities in a capital-raising transaction, and which did not
either directly or indirectly promote or maintain a market for
the Company's securities.
3. The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors
of the Company. These shares shall be registered pursuant to a
Registration Statement on Form S-8 and may be issued without
restrictive legend.
We have read such documents as have been made available to us. For
purposes of this opinion, we have assumed the authenticity of such
documents.
Based on the accuracy of the information supplied to us, it is our
opinion that the Company may avail itself of a Registration Statement
on Form S-8, and is qualified to do so. Further, subject to the
limitation set forth in the Company's Articles of Incorporation with
respect to the maximum number of shares of common stock that the
Company is authorized to issue, and assuming that the Shares will be
issued as set forth in the Plan and the Registration Statement, at a
time when effective, and that the Company will fully comply with all
applicable securities laws involved under the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated pursuant to said Acts, and in those
states of foreign jurisdictions in which the Shares may be sold, we are
of the opinion that, upon proper and legal issuance of the Shares and
receipt of the consideration to be paid for the Shares, the Shares will
be duly authorized, validly issued, fully paid and nonassessable shares
of common stock of the Company.
This opinion does not cover any matters related to any re-offer or re-
sale of the Shares by any Plan participants, once properly and legally
issued pursuant to the Plan as described in the Registration Statement.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the
reference to our firm under the heading in the Registration Statement.
In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission. This opinion and
consent may be incorporated by reference in a subsequent registration
statement on Form S-8 filed pursuant to Rule 462(b) under the Act with
respect to the registration of additional securities issuable under the
Plan.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein.
We assume no obligation to revise or supplement this opinion should the
present laws of the State of Nevada or the federal law of the United
States be changed by legislative action, judicial decision or
otherwise.
This opinion is furnished to you pursuant to the applicable rules
and regulations promulgated under the Act in connection with the filing
of the Registration Statement.
Should you have any questions or comments, please do not hesitate to
contact this office.
Sincerely,
/s/ Chapman & Flanagan, Ltd.
Chapman & Flanagan, Ltd.
777 North Rainbow Blvd., Suite 390 Las Vegas, Nevada 89107
(702) 650-5660 Facsimile (702) 650-5667