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
Telephone (000) 000-0000 * Telecopier (000) 000-0000
E-Mail Address: Xxxxxx@xxxx.xxx
Xxxxx X. Xxxxxxx NEW YORK OFFICE
Xxxx X. Xxxxxxxx _____
Xxxxx X. Xx Xxxxxxx 00 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx X. Xxxxxxxxxxx * Xxx Xxxx, Xxx Xxxx 00000-0000
B. Xxxxx Xxxxx Telephone (000) 000-0000
Xxxxx X. Xxxxxxxx * Telecopier (000) 000-0000
Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxx *
*Not Admitted To District Of Columbia Bar
July 20, 2000
Board of Directors
I-Link Incorporated
00000 X. Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
Re: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to I-Link Incorporated, a Florida
corporation (the "Company"), in connection with the preparation and filing by
I-Link of a registration statement on Form S-3, File No. 333-62833 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") relating to the resale by the holders thereof of up to
148,062 shares of common stock, par value $.007 per share (the "Common
Stock") to be issued or which may become issuable as dividend shares relating
to shares of Class C Preferred Stock held of record as of February 22, 2000.
We have examined the Articles of Incorporation, as amended, and the
By-Laws of I-Link, the minutes of the various meetings and consents of
I-Link's Board of Directors, originals or copies of such records of I-Link,
agreements, certificates of public officials, certificates of officers and
representatives of I-Link 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 below. 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 questions of fact
DE XXXXXXX XXXXXXXXXXX XXXXX & XXXXX
Board of Directors
I-Link Incorporated
July 20, 2000
Page 2
material to such opinion, we have relied upon statements and certificates of
officers and representatives of I-Link and others.
Based upon the foregoing, we are of the opinion that the 148,062
Dividend Shares which are the subject of the Registration Statement have been
duly authorized and when issued in accordance with the terms of the Class C
Preferred Stock will be duly authorized, 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.
Very truly yours,
DE XXXXXXX XXXXXXXXXXX XXXXX & XXXXX
/s/ De Xxxxxxx Xxxxxxxxxxx Xxxxx & Xxxxx
xx: Xxxxx X. Xxxxx, Esquire
