SPITZER & FELDMAN OPINION LETTER
Published on June 24, 2003
Spitzer & Feldman P.C.
405 Park Avenue
New York, NY 10022
June 24, 2003
Corporate Road Show.com Inc.
80 Orville Drive - Suite 100
Bohemia, New York 11716
Re: REGISTRATION STATEMENT ON FORM SB-2
Dear Ladies and Gentlemen:
We have acted as counsel to Corporate Road Show.Com Inc. (the
"Company"), a New York corporation, in connection with the preparation and
filing of Registration Statement No. 333-104815 on Form SB-2/A including a
prospectus ("Prospectus") to be filed on June 24, 2003 (the "Registration
Statement") covering 2,500,000 shares of Common Stock, par value $0.0001,
including authorized but unissued Shares being offered by the Company
(collectively, the "Shares"). Pursuant to the Registration Statement, the Shares
are to be sold to the public as follows: (i) 2,000,000 by the Company on a
self-underwritten basis; and (ii) 500,000 by Mr. Eli Weinstein, the selling
shareholder.
We have examined copies of the Articles of Incorporation, the By-Laws
of the Company, the Registration Statement, and such other corporate records,
proceedings and documents, including the consents of the Board of Directors of
the Company, as we have deemed necessary for the purpose of rendering this
opinion. In our examination of such material, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies submitted
to us.
We are admitted to the practice of law in the State of New York and
we do not express any opinion as to the laws of any other states or
jurisdictions, except as to matters of federal law. The opinion expressed herein
is based on the laws of New York including applicable statutory provisions,
applicable provisions of the New York Constitution and reported judicial
decisions interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, to be issued in accordance with the terms of the offering as set
forth in the Prospectus included as part of the Registration Statement, and when
issued and paid for, will constitute validly authorized and legally issued
Shares, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the Prospectus.
Very truly yours,
/S/ SPITZER & FELDMAN P.C.
Spitzer & Feldman P.C.