EX-5.1 2 dex51.txt OPINION OF OPPENHEIMER WOLFF & DONNELLY LLP EXHIBIT 5.1 OPPENHEIMER WOLFF & DONNELLY LLP 840 Newport Center Drive Suite 700 Newport Beach, California 92660 (949) 823-6000 (949) 823-6030 (Fax) July 9, 2001 VirtGame.Com Corp. 5230 Carroll Canyon Road, Suite 318 San Diego, California 92121 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: As counsel for VirtGame.Com Corp., a Delaware corporation (the "Company"), we have examined its Certificate of Incorporation, as amended, Bylaws, as amended, 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, as such counsel, examined the Registration Statement on Form S-8 of the Company as filed with the Securities and Exchange Commission, covering the registration under the Securities Act of 1933, as amended, of a total 8,980,000 shares of $.00001 par value common stock ("Common Stock"), including the exhibits and form of Prospectus (the "Prospectus") pertaining thereto (collectively, the "Registration Statement"). Upon the basis of such examination, we are of the opinion that: 1. The Company is a corporation duly authorized and validly existing in good standing under the laws of the State of Delaware, with all requisite power to conduct the business described in the Registration Statement. 2. The shares of the Company's Common Stock registered pursuant to the Registration Statement have been duly and validly authorized and, subject to the payment therefor pursuant to the terms contemplated in the final Prospectus, such shares of Common Stock will be duly and validly issued as fully paid and non-assessable securities of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Oppenheimer Wolff & Donnelly LLP