EXHIBIT 5.1 CONSENT AND OPINION OF LEGAL COUNSEL
COPY FAEGRE & BENSON LLP COPY COPY
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William J. Campbell
wcampbell@faegre.com
303/820-0630
July 31, 2003
Stockgroup Information Systems Inc.
750 West Pender Street, Suite 500
Vancouver, BC V6C 2T7
Canada
RE: Registration on Form SB-2
Ladies and Gentlemen:
You have requested our opinion as special counsel for Stockgroup
Information Systems Inc., a Colorado corporation, in connection with your
registration statement on Form SB-2 under the Securities Act of 1933, as
amended, and the rules and regulations promulgated under the Securities Act, for
the resale by certain selling security holders of up to an aggregate of
11,431,245 shares of Stockgroup's common stock. Certain of the shares to be
offered by the selling security holders underlie warrants held by the selling
security holders and will not be issued until and unless the warrants are
exercised.
We have examined Stockgroup's Form SB-2 filed with the Securities and
Exchange Commission on or about July 31, 2003. We have also examined the
Amended and Restated Articles of Incorporation of Stockgroup, as amended and on
file with the Secretary of State of the State of Colorado, as well as the
bylaws, selected minutes of the Board of Directors of Stockgroup, various
exhibits filed in connection with the registration statement, and other
documents as we have deemed necessary to provide a basis for the opinion
expressed herein. We have also consulted with officers and directors of
Stockgroup to clarify, confirm, or supplement the foregoing documentation. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the conformity to original documents of documents
submitted to us by way of electronic copy, the authenticity of the originals of
all such copies, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
Based on the foregoing, it is our opinion that, subject to receipt from the
Securities and Exchange Commission of an order declaring the Form SB-2
effective, receipt from any applicable Canadian securities regulators of any
approvals necessary under any applicable laws in Canada, and compliance with
applicable state securities laws, we are of the opinion that the shares of
common stock and warrants to be issued by Stockgroup have been duly authorized
and, when issued, delivered and sold as described in the Form SB-2, will be
validly issued, and the shares of such common stock will be fully paid, and
nonassessable. Also based on the foregoing, it is our further opinion that (a)
the shares of Stockgroup common stock that have been issued previously and are
offered for sale by the selling security holders in this registration have been,
in fact, legally and validly issued and are fully paid and non-assessable; and
(b) the shares of Stockgroup common stock that underlie warrants, when issued in
accordance with the terms of the warrants and as contemplated in the Form SB-2,
will be legally and validly issued and fully paid and non-assessable.
This opinion is limited to the federal laws of the United States of America
and the Colorado Business Corporations Act.
We consent to the filing of this opinion as an exhibit to the registration
statement and consent to the use of our name under the caption "Legal Matters"
in the prospectus.
Sincerely,
FAEGRE & BENSON LLP
By: /s/ William J. Campbell
William J. Campbell
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