EXHIBIT 5.1
(Letterhead of Law Office of Jeffrey D. Marks, P.C.)
November 21, 2005
Cape Systems Group, Inc.
3619 Kennedy Road
South Plainfield, New Jersey 07080
RE: Form S-8 Registration Statement
Cape Systems Group, Inc.
Ladies and Gentlemen:
At your request, I have examined the form of Registration Statement 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 up to 13,796,240 shares of your Common
Stock (the "Stock") issuable pursuant to the following agreements:
Cape Systems Group, Inc. 2004 Incentive Stock Plan
Agreement with Jeffrey D. Marks, Esq., dated August 18, 2005
Agreement with Robert P. Schilt, dated September 23 , 2005
In rendering the following opinion, I have examined and relied only upon
the documents and certificates of officers and directors of the Company as are
specifically described below. In my examination, I 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. My examination was limited to the
following documents and no 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 stock;
4. The Registration Statement; and
5. The form of Plans.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond any such documents and records, or to verify the adequacy
or accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Stock to be issued under
the Plans, subject to effectiveness of the Registration Statement and compliance
with applicable blue sky laws, and execution of the Plans in the form referred
to herein, when issued under the Plans, will be duly and validly authorized,
fully paid and non-assessable.
I express no opinion as to the 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.
I 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 New Jersey and federal law and nothing
in this opinion shall be deemed to imply any opinion related to the laws of any
other person, and (iv) may not be relied upon for any other purpose whatsoever.
Nothing herein shall be deemed to relate to or constitute an opinion concerning
matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that I am an expert
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. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
LAW OFFICE OF
JEFFREY D. MARKS, P.C.
/s/ Law Office of Jeffrey D. Marks, P.C.
JDM/cmr