1
XXXXXX, XXXXXX & XXXXXXXXX
0000 X XXXXXX, X.X.
XXXXXXXXXX, X.X. 00000-0000
---------
TELEPHONE (000) 000-0000
FACSIMILE (000) 000-0000
March 17, 2000
Metrocall, Inc.
0000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Re: ProNet Inc. Pinnacle Resellers Program
Performance Award Agreement
Ladies and Gentlemen:
We have acted as counsel to Metrocall, Inc., a Delaware
corporation (the "Company"), in connection with the preparation by the Company
of a Registration Statement on Form S-3 under the Securities Act of 1933, as
amended, for the registration of 40,000 shares of common stock, $.01 par value
per share (the "Shares"), of the Company issuable pursuant to the ProNet Inc.
Pinnacle Resellers Program Performance Award Agreement , as amended (the
"Agreement").
For purposes of this opinion, we have examined the following
documents, as certified by the Assistant Secretary of the Company on March 17,
2000, as then being complete, accurate and in effect:
(1) A copy of the Agreement, effective as of December 15,
1995; and
(2) A copy of the Resolutions of the Board of Directors,
approving the issuance of common stock of the Company as award stock under the
Agreement.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic, or reproduced copies. We have assumed the accuracy of
the foregoing certifications, on which we are relying, and have made no
independent investigation thereof.
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Metrocall, Inc.
March 17, 2000
Page 2
This opinion is limited to the laws of the United States and
the general corporation law of Delaware. Although we do not hold ourselves out
as being experts in the laws of Delaware, we have made an independent
investigation of such laws to the extent necessary to render our opinion. Our
opinion is rendered only with respect to the laws and the rules, regulations and
orders thereunder that are currently in effect.
Based upon, subject to, and limited by the foregoing, we are
of the opinion that:
(1) the issuance of Shares in accordance with the terms
of the Agreement has been lawfully and duly
authorized; and
(2) when the Shares have been issued and delivered in
accordance with the terms of the Agreement, the
Shares will be legally issued, fully paid and
nonassessable.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion. This opinion has been
prepared for your use in connection with the filing of the Form S-3, and should
not be quoted in whole or in part or otherwise be referred to, nor otherwise be
filed with or furnished to any governmental agency or other person or entity,
without our express prior written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Form S-3. Nothing herein shall be construed to cause us to be considered
"experts" within the meaning of Section 11 of the Securities Act of 1933, as
amended.
Sincerely,
XXXXXX, XXXXXX & XXXXXXXXX
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, a partner
