EX-5.1 5 ex5-1.txt OPINION EXHIBIT 5.1 OPINION OF DILL DILL CARR STONBRAKER & HUTCHINGS, P.C. DILL DILL CARR STONBRAKER & HUTCHINGS A PROFESSIONAL CORPORATION ATTORNEYS AT LAW -------------------------------------------------------------------------------- Daniel W. Carr Fay M. Matsukage** John J. Coates Felicity Rossi Kevin M. Coates Adam P. Stapen H. Alan Dill Jon Stonbraker Robert A. Dill Craig A. Stoner Thomas M. Dunn Patrick D. Tooley John A. Hutchings -------- Stephen M. Lee Leslie Block Kaye* of counsel * Also licensed in Arizona and New York **Also licensed in Nevada September 25, 2001 E-Trend Networks, Inc. 5919 - 3rd Street, S.E. Calgary, Alberta T2H 1K3 Canada Gentlemen: As counsel for your company, we have reviewed your Certificate of Incorporation and Bylaws, and such other corporate records, documents, and proceedings and such questions of law as we have deemed relevant for the purpose of this opinion. We have also examined the Registration Statement of your company on Form SB-2 which will be transmitted for filing with the Securities and Exchange Commission (the "Commission") on or about September 26, 2001, covering the registration under the Securities Act of 1933, as amended, of the following: (a) Up to 5,000,000 shares of common stock which are issuable to Swartz Private Equity, LLC as put shares under an investment agreement; and (b) Up to 500,000 shares of common stock which are issuable upon the exercise of commitment warrants issued to Swartz, including the exhibits and form of prospectus (the "Prospectus") filed therewith. On the basis of such examination, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, lease, license, and use its properties and assets and to carry on the businesses in which it is now engaged. 2. The Company has an authorized capitalization as set forth in the Prospectus. 3. The shares of Common Stock of the Company to be issued to Swartz Private Equity, LLC are validly authorized and, when the pertinent provisions of the Securities Act of 1933 -------------------------------------------------------------------------------- 455 Sherman Street, Suite 300 / Denver, Colorado 80203 / Fax (303) 777-3823 / (303) 777-3737 E-mail: dillndill@aol.com E-Trend Networks, Inc. September 25, 2001 Page 2 and such "blue sky" and securities laws as may be applicable have been complied with, such shares will be validly issued, fully paid, and nonassessable. 4. The shares of Common Stock of the Company to be issued to Swartz Private Equity, LLC upon the exercise of the commitment warrants are validly authorized and when the warrants are exercised in accordance with their terms, the shares of Common Stock so issuable upon exercise will be validly issued as fully paid and nonassessable shares of Common Stock of the Company. We hereby consent to the use of our name in the Registration Statement and Prospectus in the section captioned "Legal Matters," and we also consent to the filing of this opinion as an exhibit thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Dill Dill Carr Stonbraker & Hutchings, P.C. DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.