EXHIBIT 5.1
DE XXXXXXX XXXXXXXXXXX XXXXX & XXXXX
A PARTNERSHIP CONSISTING OF PROFESSIONAL CORPORATIONS
0000 X XXXXXX, X.X., XXXXX 000
XXXXXXXXXX, X.X. 00000-0000
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TELEPHONE (000) 000-0000 * TELECOPIER (000) 000-0000
E-MAIL ADDRESS: XXXXXX@XXXX.XXXX.XXX
XXXXX X. XXXXXXX NEW YORK OFFICE
XXXX R.E. XXXX -----
XXXXX X. XX XXXXXXX 00 XXXXX XXXXXX, XXXXX 0000
XXXXXX X. XXXXXXXXXXX* NEW YORK, NEW YORK 10004-2205
XXXXXXXX XXXXXX TELEPHONE (000) 000-0000
B. XXXXX XXXXX TELECOPIER (000) 000-0000
XXXXX X. XXXXXXXX*
XXXXXXX X. XXXXX
XXXXXX X. XXXXX*
*NOT ADMITTED TO DISTRICT OF COLUMBIA BAR
June 24, 1999
Board of Directors
I-Link Incorporated
00000 X. Xxxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxx 00000
Re: REGISTRATION STATEMENT ON FORM S-2
Gentlemen:
We have acted as counsel to I-Link Incorporated, a Florida
corporation (the "Company"), in connection with the preparation and filing by
the Company of a registration statement on Form S-2, File No. 333-70645 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") relating to (1) the issuance of rights ("Rights") to
purchase 20,000 shares of Series N Preferred Stock of the Company, par value
$10.00 per share ("Series N Preferred Stock), the reoffer or resale of Series
N Preferred Stock under the 4,340 Rights to be issued to Winter Harbor,
L.L.C., the offer, sale or resale of Series N Preferred Stock under the
15,560 Rights to be issued to the Company's other security holders as well as
the sale or resale of up to 16,000,000 shares of common stock, $.007 per
share (the "Common Stock") underlying the Series N Preferred Stock.
We have examined the Articles of Incorporation, as amended, and
Bylaws of the Company, the Articles of Amendment to Articles of Incorporation
providing for the terms of the Series N Preferred Stock (the "Designation of
Preferences"), the minutes of various meetings and consents of the Board of
Directors of the Company, forms of certificates representing the Rights and
the Series N Preferred Stock, originals or copies of all such records of the
Company, agreements, certificates of public officials, certificates of
officers and representatives of the Company and others, and such other
documents, certificates, records, authorizations, proceedings, statutes and
judicial decisions as we have deemed necessary to form the basis of the
opinion expressed herein. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to originals of all documents submitted to
us as copies thereof. As to various
Board of Directors
I-Link Incorporated
June 24, 1999
Page 2
questions of fact material to such opinion, we have relied upon statements
and certificates of officers and representatives of the Company and others.
In connection with the preparation of this opinion, we have reviewed such
questions of law as we have deemed necessary.
Based upon the foregoing, we are of the opinion that the 20,000
Rights, 20,000 shares of Series N Preferred Stock and up to 16,000,000 shares
of Common Stock have been duly authorized and reserved for issuance and, when
such Rights are subscribed and such shares of Series N Preferred Stock are
issued therefore in accordance with the prospectus which is a part of the
Registration Statement, and when such shares of Series N Preferred Stock are
subsequently converted and such shares of Common Stock are issued in
accordance with the terms of the Designation of Preferences governing the
Series N Preferred Stock, such shares of Series N Preferred Stock and such
shares of Common Stock will be duly authorized, validly issued, fully paid
and nonassessable.
We hereby consent to be named in the Registration Statement and the
prospectus contained therein as attorneys who have passed upon legal matters
in connection with the offering of the securities described therein under the
caption "Legal Matters." We further consent to your filing a copy of this
opinion as an exhibit to the Registration Statement.
De Xxxxxxx Xxxxxxxxxxx Xxxxx & Xxxxx
By: /s/ Xxxxx X. Xx Xxxxxxx
Xxxxx X. Xx Xxxxxxx, a Principal
cc: Xxxxx X. Xxxxx, Esquire
