EXH-5.1
IFG F-1, STEPP LAW GROUP OPINION LETTER
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
May 23, 2001
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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
Amendment No. 1 to 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 ofthe 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 stockand 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)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 adirector
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 factual representations and warranties from the Company regarding those
factual representations 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 are binding obligations on the Company; 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 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.
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 inRegulation 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 in 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.