Opinion of Counsel and Consent of Counsel
STEPP LAW GROUP,
a professional corporation
1301 Dove Street, Suite 460
Newport Beach, California 92660-2422
949.660.9700
International Financial Group Inc.
P.O. Box 10098 APO
Grand Pavilion Commercial Centre
West Bay Road, Grand Cayman
Cayman Islands
To: The Board of Directors
Re: Registration Statement on Form F-1
Gentlemen:
As counsel to International Financial Group Inc. (formerly named ifg.com Inc.,
Internet Financial Group, Inc. and The Caledonian 500 Index Fund), a Cayman
Islands exempt corporation (the "Company'), we have reviewed the Company's
Registration Statement on Form F-1 ("Registration Statement") to be filed with
the Securities and Exchange Commission ("Commission") pursuant to the Securities
Act of 1933, as amended ("Securities Act"), relating to the registration of (i)
twenty million (20,000,000) shares of the Company's $.001 par value ordinary
stock owned by a selling security holder, IFG World Holdings Inc. ("Shares");
(ii) four million (4,000,000) warrants, each of which allows the holder to
purchase one ordinary share at an exercise price of $5.00 USD to be exercised no
later than December 31, 2002 ("Warrants"); (iii) the four million (4,000,000)
constituent shares of the Company's ordinary stock issuable upon the exercise of
the Warrants; (iv) five million (5,000,000) units of ownership interest (each
such unit consists of one share of the Company's $.001 par value ordinary stock
and one warrant to purchase one ordinary share at an exercise price of $5.00 USD
to be exercised no later than December 31, 2002) ("Units"), which Units the
Company contemplates offering for sale to the public; (v) the five million
(5,000,000) constituent warrants of the Units ("Constituent Warrants"); and (vi)
ifg.com, Inc.
April 13, 2001
Page 2
the five million (5,000,000) constituent shares of the Company's ordinary stock
issuable upon the exercise of the Constituent Warrants.
The Company's majority shareholder is IFG World Holdings Inc., which is solely
owned by IFG World Holdings Trust. Mr. Kevin Mellor, the president and a
director of the Company, and also its Chairman of the Board of Directors, is the
sole beneficiary of IFG World Holdings Trust.
As counsel to the Company, we have examined such corporate records, certificates
and other documents of the Company, and made inquiries of such officers and
directors of the Company, as we have deemed necessary or appropriate for
purposes of this opinion.
The provisions of this letter shall be governed by and shall be interpreted in
accordance with the Legal Opinion Accord of the American Bar Association Section
of Business Law (1991). The law contemplated by the provisions of this letter is
limited to the federal securities laws of the United States of America.
Based upon such examinations, and upon certain representations and warranties
from the Company on which we have relied in forming this opinion, we are of the
opinion that (i) the Shares have been and are duly authorized, validly issued
and non-assessable shares of the $.001 par value ordinary stock of the Company;
(ii) that the Warrants have been duly authorized by the Company's Board of
Directors; and (iii) that the Units have been duly authorized by the Company's
Board of Directors. We hereby consent to the inclusion of this opinion as an
exhibit in the Registration Statement.
For purposes of rendering the opinion specified in this letter, we have relied
upon representations, warranties and information provided to this law firm by
officers and directors of the Company as to certain factual matters, and we have
not attempted to verify independently the veracity of the representations,
warranties and information provided to this law firm by those officers and
directors. If any of these items is false or misleading in any material respect,
the opinions specified in this letter cannot be relied upon.
We express no opinion regarding any federal or state law not specified expressly
in this letter. In particular, and without limiting the generality of the
foregoing, we express no opinion regarding any secondary trading exemption
pursuant to the laws of any individual or particular state, province or other
jurisdiction.
ifg.com, Inc.
April 13, 2001
Page 3
Statutory provisions and interpretations thereof by the various administrative
authorities and courts having jurisdiction of matters upon which the opinion
specified in this letter is based are necessarily subject to change from time to
time. Specifically, the Shares were acquired by the selling security holder in
one or more transactions contemplated by the provisions of Regulation S
promulgated by the Securities and Exchange Commission. As a result, the Shares
may not be offered and sold to any "U. S. Person", as that term is defined in
Regulation S, or within the United States, until the earlier to occur of (i) the
expiration of the one-year holding period mandated by the provisions of
Regulation S, or (ii) the date on which the Registration Statement is declared
effective by the Commission. Moreover, as the Company's securities may be
offered and sold in jurisdictions other than the United States of America, the
Company should contact and retain qualified securities counsel licensed to
practice is each such jurisdiction, to assure compliance with the appropriate
securities laws of such jurisdiction.
The opinion specified in this letter is effective as of the date of this letter
and is subject to change and qualification by reason of change of law or
circumstances, lapse of time, and the occurrence of other events. We express no
opinion as to rights, obligations, or other matters subsequent to the date of
this letter. In the event of any inaccuracy or inconsistency regarding (i) the
assumptions specified in this letter or (ii) any of the information furnished to
this law firm, and which were relied upon by this law firm in rendering the
opinion specified in this letter, the opinion specified in this letter may
change. We assume no obligation to inform you or any other person or entity
subsequent to the date of this letter of any changes to the opinion specified in
this letter.
In the event we discover any information which would cause us to change the
opinion specified in this letter or, alternatively, in the event any agency,
tribunal, regulatory authority or court determines that the opinion specified in
this letter is inconsistent with applicable law, this letter may be withdrawn by
us at any time. Finally, we consent to the use of this opinion of counsel in the
Registration Statement. Thank you.
Sincerely,
STEPP LAW GROUP
(signature, Thomas E. Stepp, Jr.)
By: Thomas E. Stepp, Jr.
TES:mec