Pioneer Commercial Funding Corp/NY – ‘S-3’ on 9/21/01 – EX-5

On:  Friday, 9/21/01   ·   Accession #:  1012118-1-500088   ·   File #:  333-69794

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         35    124K 
                          Pursuant to a Transaction                              
 2: EX-4        Instrument Defining the Rights of Security Holders     4±    16K 
 3: EX-5        Opinion re: Legality                                   2±     9K 
 4: EX-23       Consent of Experts or Counsel                          1      6K 
 5: EX-99       Miscellaneous Exhibit                                  5     23K 
 6: EX-99       Miscellaneous Exhibit                                  1      9K 
 7: EX-99       Miscellaneous Exhibit                                  1      8K 
 8: EX-99       Miscellaneous Exhibit                                  1      6K 
 9: EX-99       Miscellaneous Exhibit                                  1      8K 
10: EX-99       Miscellaneous Exhibit                                  1      6K 
11: EX-99       Miscellaneous Exhibit                                  1      8K 

EX-5   —   Opinion re: Legality

                                            Exhibits 5.1

 MCLAUGHLIN & STERN, LLP
 DAVID W. SASS
 Partner
Direct Phone: (212) 448-6215
Direct Fax: (212) 448-6277
 E-Mail: dsass@mclaughlinstern.com

260 MADISON AVENUE
NEW YORK, NEW YORK 10016
(212) 448-1100
FAX (212) 448-0066

MILLBROOK OFFICE
 Franklin Avenue
 P.O. Box 1369
 Millbrook, New York 12545
(914) 677-5700
Fax (914) 677-0097

September 21, 2001

U.S. Securities and Exchange Commission                                         
450 Fifth Street, N.W.                                                          
Washington, D.C. 20549                                                          

Re:      Pioneer Commercial Funding Corp. (the "Company")     

Gentlemen:                                                                      

    Reference is made to the registration statement (the "Registration
Statement") on Form S-3, registration number 333-_____, filed with the          
Securities and Exchange Commission by the Company.                              

We hereby advise you that we have examined originals or copies
certified to our satisfaction of the Certificate of Incorporation and amendments
thereto and the By-Laws and amendments thereto of the Company, minutes of the   
meetings of the Board of Directors and Shareholders and such other documents and
instruments, and we have made such examination of law as we have deemed         
appropriate as the basis for the opinions hereinafter expressed.                

Based on the foregoing, we are of the opinion that:           

         1.       The Company has been duly incorporated and is validly existing
                 and in good standing under the laws of the State of New York.

         2.       The 520,273 shares of the Company's Common Stock issuable upon
            the completion of the Rights Offering have been duly and
                 validly authorized, and when paid for will be duly authorized
 and issued and fully paid and non-assessable.

         We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus forming a part of such Registration Statement and to 
the filing of this opinion as an exhibit to the Registration Statement.         

                                 Very truly yours,

                                       MCLAUGHLIN & STERN, LLP

                                              By: /s/ David W. Sass, Partner
                                                      David W. Sass, Partner

Dates Referenced Herein

This ‘S-3’ Filing		Date		Other Filings
Filed on:		9/21/01		None on these Dates
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