EX-5.1 2 ex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 WILLIAM S. CLARKE, P.A. ATTORNEY-AT-LAW 457 NORTH HARRISON STREET - SUITE 103 PRINCETON, NEW JERSEY 08540 ---------- TELEPHONE: (609) 921-3663 FAX: (609) 921-3933 June 5, 2000 Suite101.com, Inc. 1122 Mainland Street Suite 390 Vancouver, BC, Canada V6B 5L1 Gentlemen: I have acted as counsel for Suite101.com, Inc. (the "Company") in connection with the preparation of a Registration Statement filed by the Company under the Securities Act of 1933, as amended (File No. 333-85547) relating to a proposed public offering by certain holders thereof of 1,626,508 shares of Common Stock, $.01 par value (the "Stock"), including 704,440 shares issuable on exercise of Common Stock Purchase Warrants (the "Warrants") issuable on exercise of the Warrants. In my capacity as counsel to you, I have examined the original, certified, conformed photostats or Xerox copies of all such agreements, certificates of public officials, certificates of officers, representatives of the Company and others and such other documents as I have deemed necessary or relevant as a basis for the opinions herein expressed. In all such examinations, I have assumed the genuineness of all signatures on original and certified documents and the conformity to original and certified documents of all copies submitted to me as conformed, photostat or duplicate copies. As to various questions of fact material to such opinions, I have relied upon statements or certificates of officials and representatives of the Company and others. On the basis of such examination, I advise you that, in my opinion (i) the issued and outstanding shares of Stock are legally issued, fully paid and non-assessable, and (ii) the shares of Stock, when sold, issued and paid for in accordance with the terms of the Warrants, will be legally issued, fully paid and non-assessable. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of my firm in the prospectus forming a part of such Registration Statement. Very truly yours, William S. Clarke, P.A. By: /s/ William S. Clarke ------------------------------- William S. Clarke