Attached files
| file | filename |
|---|---|
| S-1/A - UnifiedOnline, Inc. | v209120_s1a.htm |
| EX-4.14 - UnifiedOnline, Inc. | v209120_ex4-14.htm |
| EX-23.1 - UnifiedOnline, Inc. | v209120_ex23-1.htm |
EXHIBITS
5.1 AND 23.2
OPINION
OF SCHNEIDER WEINBERGER & BEILLY, LLP
Schneider
Weinberger & Beilly LLP
2200
Corporate Blvd., N.W., Suite 210
Boca
Raton, FL 33431
Telephone:
(561) 362-9595
Facsimile
No. (561) 362-9612
January
26, 2011
IceWEB,
Inc.
22900
Shaw Road, Suite 111
Sterling,
VA 20166
|
Re:
|
Registration
Statement on Form S-1 (the "Registration Statement")
SEC
File No. 333-167501
IceWEB,
Inc., a Delaware corporation (the
"Company")
|
Gentlemen:
This
opinion is submitted pursuant to the applicable rules of the Securities and
Exchange Commission in connection with the registration for public resale of an
aggregate of 26,011,488 shares (the "Registerable Shares") of the Company's
common stock, $0.0001 par value per share ("Common Stock"), consisting of
18,019,388 shares of outstanding Common Stock and 7,992,100 shares of Common
Stock issuable upon exercise of common stock purchase warrants, all as described
in the Registration Statement.
In
connection therewith, we have examined and relied upon original, certified,
conformed, photostat or other copies of (a) the Certificate of
Incorporation, as amended, and Bylaws of the Company; (b) resolutions of the
Board of Directors of the Company authorizing the issuance of the Registerable
Shares; (c) the Registration Statement and the exhibits thereto; (d) the
agreements, instruments and documents pursuant to which the Registerable Shares
were or are to be issued; and (e) such other matters of law as we have deemed
necessary for the expression of the opinion herein contained. In all such
examinations, we have assumed the genuineness of all signatures on original
documents, and the conformity to originals or certified documents of all copies
submitted to us as conformed, photostat or other copies. In passing upon certain
corporate records and documents of the Company, we have necessarily assumed the
correctness and completeness of the statements made or included therein by the
Company, and we express no opinion thereon. As to the various questions of fact
material to this opinion, we have relied, to the extent we deemed reasonably
appropriate, upon representations or certificates of officers
or directors of the Company and upon documents, records and
instruments furnished to us by the Company, without independently checking or
verifying the accuracy of such documents, records and instruments.
Based
upon and subject to the foregoing, we are of the opinion that the Registerable
Shares, when issued in accordance with their terms and upon receipt by the
Company of the agreed upon consideration therefore, will be legally issued,
fully paid and non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
prospectus forming a part of the Registration Statement.
|
Very
truly yours,
/s/
Schneider Weinberger & Beilly LLP
Schneider
Weinberger & Beilly LLP
|