Exhibit 5.1
Xxxxxx X. Xxxx, Esq.
00000 Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxxxxx 00000
(000) 000-0000 (Phone)
--------------------------------------------------------------------------------
September 17, 2001
Gump & Company, Inc.
000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Re: Registration Statement on Form SB-2 of Gump & Company, Inc.
Gentlemen:
We are acting as counsel for Gump & Company, Inc., a Delaware corporation
(the "Company" or "Gump"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offer and sale of up to
1,000,000 shares of the Company's common stock, par value $0.01 per share (the
"Shares") by Xxxx X. XxXxxxx, the Selling Stockholder. Amendment No. 1 to the
Registration Statement on Form SB-2 covering the offer and sale of the Shares
(the "Registration Statement") is expected to be filed with the Securities and
Exchange Commission on or about the date hereof.
In reaching the conclusions expressed in this opinion, we have examined
and relied upon the originals or certified copies of all documents, certificates
and instruments as we have deemed necessary to the opinions expressed herein,
including the Certificate of Incorporation, as amended, the Bylaws of the
Company and other documents of the Company. In making the foregoing
examinations, we have assumed the genuineness of all signatures on original
documents, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the General Corporation Law of the State
of Delaware and the federal laws of the United States of America, it is our
opinion that the Shares issued to and owned by the Selling Stockholder which are
being offered for sale by Selling Stockholder under the Registration Statement
have been duly authorized, validly issued, fully paid and are nonassessable.
You should be aware that we are not admitted to practice law in the State
of Delaware. Accordingly, any opinion herein as to the laws of the State of
Delaware is based solely upon the latest generally available compilation of the
statutes and case law of such state.
EXHIBIT 5.1 - Page 1
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein under the
caption `Legal Opinions."
Very truly yours,
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
EXHIBIT 5.1 - Page 2
