Autotradecenter Com Inc – IPO: ‘S-1’ on 5/17/99 – EX-5.1

As of:  Monday, 5/17/99   ·   Accession #:  949353-99-13   ·   File #:  333-78659

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Form S-1 Registration Statement                       55    283K 
 2: EX-2.1      Agreement and Plan of Reorganization                  12     47K 
 3: EX-3.(I)    Articles of Incorporation as Amended                   7     27K 
 4: EX-3.(II)   Bylaws                                                 8     36K 
 5: EX-4.1      Statement Re: Series A Preferred Stock                 2±    10K 
 6: EX-4.2      Statement Re: Series B Preferred Stock                 4     27K 
 7: EX-4.3      Warrant to Purchase Common Stock Issued to Anthony     5     33K 
 8: EX-5.1      Opinion Regarding Legality                             2     13K 
 9: EX-10.1     Stock Option Plan                                     13     57K 
17: EX-10.10    Consulting Agreement With Dennis E. Hecker             2     15K 
18: EX-10.11    Non-Qualified Stock Option Agreement                   3     16K 
10: EX-10.2     Evelyn Felice Loan Documents                           2     15K 
11: EX-10.3     Mark Moldenhauer Loan Documents                        8     33K 
12: EX-10.4     Pinnacle Financial Corporation Loan Documents          3     17K 
13: EX-10.5     Eastlane Trading Loan Documents                        2     14K 
14: EX-10.6     Norwest Loan Documents                                86    308K 
15: EX-10.7     Mike and Debbie Stuart Loan Documents                  1     11K 
16: EX-10.8     Purchase of Goodwill Agreement With Jbs, LLC           3     17K 
19: EX-21       Subsidiaries of the Registrant                         1      7K 
20: EX-23       Consent of Price Kong & Company, P.A.                  1      8K 
21: EX-27       Financial Data Schedule                                1     11K 

EX-5.1   —   Opinion Regarding Legality

EX-5.1
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                    May 17, 1999

AutoTradeCenter.com Inc.                                                        
8135 East Butherus, Suite 3                                                     
Scottsdale, Arizona 85260                                                       

Gentlemen:                                                                      

As counsel for your company,  we have  reviewed your Articles of  Incorporation,
Bylaws,  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  examined  the  Registration  Statement of your company on Form S-1
which was  initially  transmitted  for filing with the  Securities  and Exchange
Commission (the  "Commission") on May 17, 1999,  covering the registration under
the Securities Act of 1933, as amended, of the following:                       

(a)      100,000 shares of Common Stock to be issued upon exercise of Common    
Stock Purchase Warrants; and                                  

(b)      up to 1,146,341 shares of Common Stock to be issued upon conversion of 
outstand ing shares of Series B Preferred Stock; and          

including  the  exhibits  and  form  of  prospectus  (the  "Prospectus")   filed
therewith.                                                                      

On the basis of such examination, we are of the opinion that:                   

1.       The Company is a corporation duly organized,  validly existing,  and in
         good standing under the laws of the State of Arizona with all requisite
         corporate  power and  authority  to own,  lease,  license,  and use its
         properties and assets and to carry on the businesses in which it is now
engaged.                                                      

2.       The Company has an authorized capitalization as set forth in the       
Prospectus.                                                   

EX-5.1
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AutoTradeCenter.com Inc.                                                        
May 17, 1999                                                                    
Page 2                                                                          

3.       The shares of Common Stock of the Company to be issued upon the        
       exercise of the Warrants are validly authorized and, assuming (a) the
      shares of Common Stock so issuable will be validly authorized on the
       dates of exercise, (b) on the dates of exercise, the Warrants will be
       enforceable as to the Company in accordance with their terms, and (c)
      no change occurs in the applicable law and the pertinent facts, when
        the pertinent provisions of such "blue sky" and securities laws as may
be applicable have been complied with and (d) the Warrants are
       exercised in accor dance with their terms, the shares of Common Stock
    so issuable will be validly issued, fully paid, and nonassessable.

4.       The shares of Common Stock of the Company to be issued upon conversion 
       of the Series B Preferred Stock of the Company are validly authorized
  and, assuming (a) the shares of Common Stock so issuable will be
        validly authorized on the dates of conversion, (b) no change occurs in
         the applicable law of the pertinent facts when the pertinent provisions
       of such "blue sky" and securities laws as may be applicable have been
    complied with, and (c) such shares of Series B Preferred Stock are
     converted in accordance with the terms of the Statement Pursuant to
      Section 10-602 Regarding the Series B Preferred Stock, the shares of
  Common Stock so issuable will be validly issued, fully paid, and
nonassessable.                                                

We hereby consent to the use of our name in the Registration Statement and      
Prospectus in the section captioned "Legal Matters," and we also consent to the 
filing of this opinion as an exhibit thereto. In giving this consent, we do not 
thereby admit that we are within the category of persons whose consent is       
required under Section 7 of the Securities Act of 1933 or the rules and         
regulations of the Commission thereunder.                                       

                         Very truly yours,

                                    /S/DILL DILL CARR STONBRAKER
                               & HUTCHINGS, P.C.
                                 DILL DILL CARR STONBRAKER
                         & HUTCHINGS, P.C.

Dates Referenced Herein

				Referenced-On Page
This ‘S-1’ Filing		Date		First		Last			Other Filings
Filed on:		5/17/99		1		2			None on these Dates
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