SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Liquor Com Inc – ‘SB-2/A’ on 6/26/00 – EX-5

On:  Monday, 6/26/00, at 10:14am ET   ·   Accession #:  912057-0-29639   ·   File #:  333-34730

Previous ‘SB-2’:  ‘SB-2’ on 4/13/00   ·   Next:  ‘SB-2/A’ on 7/27/00   ·   Latest:  ‘SB-2/A’ on 8/9/00

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/26/00  Liquor Com Inc                    SB-2/A                24:832K                                   Merrill Corp/FA

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of            92    446K 
                          Securities by a Small-Business Issuer                  
 2: EX-1.1      Underwriting Agreement                                37    177K 
 3: EX-1.2      Underwriting Agreement                                33     85K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders     2     21K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders    34     89K 
 6: EX-4.3      Instrument Defining the Rights of Security Holders     5±    24K 
 7: EX-5        Opinion re: Legality                                   2     12K 
 8: EX-10.1     Material Contract                                      4     22K 
15: EX-10.10    Material Contract                                     16     60K 
16: EX-10.11    Material Contract                                     12     40K 
17: EX-10.12    Material Contract                                      7     34K 
18: EX-10.15    Material Contract                                      9     43K 
19: EX-10.17    Material Contract                                      3     17K 
20: EX-10.18    Material Contract                                      6     31K 
21: EX-10.19    Material Contract                                     11     56K 
 9: EX-10.2     Material Contract                                      6     36K 
10: EX-10.4     Material Contract                                      4     19K 
11: EX-10.5     Material Contract                                      2     16K 
12: EX-10.6     Material Contract                                      3     15K 
13: EX-10.7     Material Contract                                     26    106K 
14: EX-10.9     Material Contract                                      4±    19K 
22: EX-23.1     Consent of Experts or Counsel                          1      8K 
23: EX-27       Financial Data Schedule (Pre-XBRL)                     2     12K 
24: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2     13K 


EX-5   —   Opinion re: Legality

EX-51st Page of 2TOCTopPreviousNextBottomJust 1st
 

Exhibit 5 [SHEFSKY & FROELICH LTD. LETTERHEAD] 24613-01-01 June __, 2000 Liquor.com 4205 W. Irving Park Road Chicago, Illinois 60641 Ladies and Gentlemen: We have acted as counsel to Liquor.com, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form SB-2 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to the issuance and sale by the Company of: (1) 3,450,000 units comprised of 3,450,000 shares of common stock and 3,450,000 redeemable common stock purchase warrants, including units, shares of common stock and redeemable stock purchase warrants issuable on exercise of the underwriter's over-allotment option; (2) warrants issued to Dirks & Co. to purchase 300,000 shares of common stock; (3) 3,450,000 shares of common stock issuable upon exercise of the redeemable common stock purchase warrants; (4) 300,000 shares of common stock and 300,000 warrants to purchase redeemable common stock warrants issuable on exercise of the warrants granted to Dirks & Co.; (5) 300,000 shares of common stock issuable on exercise of the warrants to purchase redeemable common stock warrants granted to Dirks & Co.; and (6) 422,222 shares of common stock issuable upon conversion of preferred stock held by certain stockholders of the Company (the "Selling Stockholders"). The securities described in (1)-(5) are hereinafter referred to as the "Company Securities." The securities described in (6) are hereinafter referred to as the "Selling Stockholder Securities" and collectively with the Company Securities, the "Securities." We have examined the Registration Statement and a form of the share certificate, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of these latter documents.
EX-5Last Page of 2TOC1stPreviousNextBottomJust 2nd
Opinion Letter Liquor.com June __, 2000 Page 2 Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that (A) (1) when the Company's board of directors has taken all necessary corporate action to authorize and approve the issuance of the Securities and (2) upon payment and delivery in accordance with the applicable definitive underwriting agreement approved by the board, the Company Securities will be validly issued, fully paid and nonassessable; and (B) upon conversion of the preferred stock into Selling Stockholder Securities by the holders of the preferred stock in accordance with the Certificate of Designation of Series A Preferred Stock, the Selling Stockholder Securities will be validly issued, fully paid and nonassessable. We are members of the Bar of the State of Illinois and we do not express any opinion herein concerning any law other than the Delaware General Corporation Law. We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included in the Registration Statement. Very truly yours, SHEFSKY & FROELICH LTD.
Top
Filing Submission 0000912057-00-029639   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Mar. 29, 5:06:38.1am ET