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-5 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 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.
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.
About — Privacy — Redactions — Help —
Fri., Mar. 29, 5:06:38.1am ET