EX-5.1 3 b316320_ex5-1.txt OPINION OF GERSTEN, SAVAGE & KAPLOWITZ, LLP EXHIBIT 5.1 Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP 101 East 52nd Street New York, New York 10022 February 7, 2002 Thinkpath Inc. 55 University Avenue, Suite 400 Toronto, Ontario M5J 2H7 Canada Gentlemen: You have requested our opinion, as counsel for Thinkpath Inc., incorporated in Ontario, Canada (the "Company"), in connection with the registration statement on Form SB-2 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"), being filed by the Company with the Securities and Exchange Commission. The Registration Statement relates to an offering of 17,315,239 shares of common stock, no par value ("Common Stock") which Common Stock includes shares of Common Stock issuable upon: (i) the conversion of shares Series C 7% Convertible Preferred Stock issued and issuable pursuant to the April 2001 private placement offering; (ii) shares of common stock issuable upon the exercise of warrants issued and issuable pursuant to the April 2001 private placement offering; and (iii) shares of common stock issuable upon the exercise of options (collectively the "Selling Stockholder Shares"), We have examined such records and documents and made such examinations of law as we have deemed relevant in connection with this opinion. It is our opinion that the Selling Stockholder Shares have been fully paid, validly issued and are non-assessable. No opinion is expressed herein as to any laws other than the laws of the State of New York and the laws of the United States. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act of the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP -------------------------------------- Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP