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EXHIBIT 5.1
NADEAU & SIMMONS, P.C.
May 25, 2000
Northborough Holdings, Inc.
1250 Turks Head Building
Providence, RI 02903
Re: S-8 for Providence Capital I, Inc.
Gentlemen:
At your request, we have examined the form of Registration Statement
No. 000-30007 which you are 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 2,105,200 shares
of your Common Stock (the "Stock") issuable pursuant to a 2000 Consultation
Services Agreement Plan (the "Plan").
In rendering the following opinion, we have examined and relied only
upon the documents, and certificates of officers and directors of the Company
as are specifically described below. In our examination, we 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. Our
examination was limited to the following documents and not others:
1.Certificate of Incorporation of the Company, as amended to date;
2.Bylaws of the Company, as amended to date;
3.Certified Resolutions adopted by the Board of Directors of the Company
authorizing the Plan and the issuance of the Stock;
4.The Registration Statements; and
5.The Form of Plan.
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy
of accuracy of such documents and records.
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NADEAU & SIMMONS, P.C.
Northborough Holdings, Inc.
May 25, 2000
Page 2
Based on the foregoing, it is our opinion that the Stock 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 under the Plan, has been duly and validly authorized,
fully paid and non-assessable.
We express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Stock is 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 Stock.
We 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 Stock 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 Colorado 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, we do not admit that we are
experts 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.
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought to our
attention after the effective date of the Registration Statement.
Very truly yours,
NADEAU & SIMMONS, P.C.
By: /s/ James R. Simmons
JAMES R. SIMMONS,
Vice President