EX-5.1 4 doc3.txt Exhibit 5.1 Lee & Goddard llp 18500 Von Karman Avenue, Suite 400 Irvine, California 92612 Telephone 949/253-0500 Facsimile 949/253-0505 June 18, 2003 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Sequiam Corporation Form SB-2/A Registration Statement Ladies and Gentlemen: We refer to the above-captioned registration statement on Form SB-2/A (the "Registration Statement") under the Securities Act of 1933 (the "Act"), filed by Sequiam Corporation, a California corporation (the "Company"), with the Securities and Exchange Commission. We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents. Based on our examination mentioned above, we are of the opinion that the 6,600,000 securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement and in accordance with the terms of the 8% Convertible Debenture and Warrant to Purchase Common Stock, legally and validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the related Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, Lee & Goddard LLP