[LETTER HEAD OF XXXXXXXX XXXXXXXXX]
PROFESSIONAL CORPORATION
Attorneys
Xxxxxx X. Xxxxx Eleven Penn Center, 14th Floor
000-000-0000 0000 Xxxxxx Xxxxxx
xxxxxxx@xxxx.xxx Philadelphia, PA 19103-2985
Telephone: 000-000-0000
Fax: 000-000-0000
April 11, 2000
AMRO International, S.A.
C/o UltraFinaz AG
Xxxxxxxxxxxxx Xxxxx 0
Xxxxxx XXX0X00 Xxxxxxxxxxx
Re: Loan Agreement between the Lenders Signatory thereto and Aquis
Communications Group, Inc.
Ladies and Gentlemen:
This opinion is furnished to you pursuant to the Loan Agreement by and
between the investors signatory thereto (the "Lenders") and Aquis Communications
Group, Inc., a Delaware corporation (the "Company"), dated as of March 31, 2000
(the "Loan Agreement"), which provides for the issuance and sale by the Company
of (i) $2,000,000 principal amount of 11% Convertible Debentures and (ii)
warrants to purchase shares of Common Stock of the Company based upon a formula
provided in the Loan Agreement (the "Warrants"). All terms used herein have the
meanings defined for them in the Loan Agreement unless otherwise defined herein.
We have acted as counsel for the Company in connection with the
negotiation of the Loan Agreement, the Convertible, Debentures, the Warrants,
and the Registration Rights Agreement between the Lenders and the Company, dated
as of March 21, 2000 (the "Registration Rights Agreement"), and the Escrow
Agreement between the Lenders, the Company and Xxxxxxx Xxxxxx & Green, P.C.,
dated as of March 21, 2000 (the "Escrow Agreement", and together with the Loan
Agreement, the Convertible Debentures, the Warrants and the Registration Rights
Agreement, the "Agreements").
In rendering this opinion, this firm has relied upon and made such
examination and investigation of legal and factual matters as we have deemed
relevant, including originals or copies, certified or otherwise identified to
our satisfaction, of the Agreements, certificates of officers of the Company,
resolutions of the Company's Board of Directors, good standing certificates for
the Company, and of such corporate records and such certificates or comparable
documents of public officials and officers and representatives of the Company.
In all cases, we have assumed the legal capacity of each natural
person signing any of the Agreements, the genuineness of signatures on and the
authenticity of documents submitted to us as originals, the conformity to
authentic original documents of documents submitted to us as
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PROFESSIONAL CORPORATION
AMRO International, S.A.
April 11, 2000
Page 2
certified or photostatic copies, the due execution and delivery of documents
where due execution is requisite to the effectiveness thereof and the accuracy
and completeness of all corporate records, certifications and other information
made available to us by the Company. We have further assumed without
verification that the Agreements have been duly authorized, executed and
delivered by, and are the legal, valid and binding obligations of, all parties
thereto other than the Company. We have also relied on the records of the
Company's transfer agent, including the transfer agent's stock ledger of the
issuances of shares of the Company's common stock and daily transaction journals
in connection therewith, and have assumed the accuracy and completeness thereof.
As to questions of fact material to this opinion, we have relied upon
the accuracy of the representations and warranties made by the parties in the
Agreements and of the certificates and other comparable documents of officers
and authorized representatives of the Company, and of public officials.
Statements made herein "to the best of our knowledge" or with respect to matters
"known to us" are based solely on information actually known to those attorneys
currently practicing with this firm and engaged in the representation of the
Company in connection with the transactions contemplated by the Agreements. We
have made no independent examination of factual matters set forth in the
aforesaid certificates, representations or warranties for the purpose of
rendering this opinion.
Based on the foregoing, and subject to the qualifications,
limitations and assumptions stated herein, in our opinion:
1. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to carry on its business
and to own, lease and operate its properties and assets as described
in the Company's SEC Documents. To our knowledge, the Company does not
have any subsidiaries and does not own more than fifty percent (50%)
of the outstanding capital stock of or control any other business
entity other than as disclosed in the SEC Documents.
2. The Company has the requisite corporate power and authority
to enter into and perform its obligations under the Agreements and
the Warrants and to issue the Convertible Debentures, the Conversion
Shares, the Warrants and the Warrant Shares. The execution and
delivery of the Agreements by the Company and the consummation by
it of the transactions contemplated thereby have been duly authorized
by all necessary corporate action and, subject to the number of
authorized shares of Common Stock in the Company's Certificate of
Incorporation, no further consent or authorization of the Company or
its Board of Directors or stockholders is required. Each of the
Agreements has been duly executed and delivered, and the Warrants
have each been duly executed, issued and delivered by the Company and
each of the Agreements and the Warrants constitutes valid and
binding obligations of the Company
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PROFESSIONAL CORPORATION
AMRO International, S.A.
April 11, 2000
Page 3
enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.
3. The execution, delivery and performance of the Agreements by
the Company and the consummation by the Company of the transactions
contemplated thereby, including, without limitation, the issuance of
the Convertible Debentures, the Conversion Shares, the Warrants and
the Warrant Shares, do not and will not (i) result in a violation of
the Company's Certificate of Incorporation or By-Laws; (ii) to our
knowledge, conflict with, or constitute a material default (or an
event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any material agreement,
indenture, instrument or any "lock-up", first refusal or similar
provision of any underwriting or similar agreement to which the
Company is a party; or (iii) result in a violation of any federal or
state law, rule or regulation applicable to the Company or by which
any property or asset of the Company is bound or affected, except
for such violations as would not, individually or in the aggregate,
have a Material Adverse Effect. To our knowledge, the Company is not
in violation of any terms of its Certificate of Incorporation or
Bylaws. The Convertible Debentures are not subject to the defense of
usury.
4. The issuance of the Convertible Debentures and the Warrants in
accordance with the Loan Agreement, and the issuance of the
Conversion Shares and the Warrant Shares in accordance with the
Convertible Debentures and the Warrants, respectively, will be exempt
from registration under the Securities Act of 1933, as amended, and
will be in compliance with the state securities laws of the Company's
principal place of business. When so issued, the Conversion Shares and
the Warrant Shares will be duly and validly issued, fully paid and
nonassessable, and free of any liens, encumbrances and preemptive or
similar rights contained in the Company's Certificate of Incorporation
or Bylaws or, to our knowledge, in any agreement to which the Company
is party.
5. Except as disclosed in the SEC Documents, we have not been
engaged to devote substantive attention to any claims, actions,
suits, proceedings or investigations that are pending against the
Company or its properties, or against any officer or director of the
Company in his or her capacity as such, except for such proceedings
which, if judgment were rendered against the Company as would not,
individually or in the aggregate, have a Material Adverse Effect. To
our knowledge, the Company is not a party to or subject to the
provisions of any order, writ, injunction, judgment or decree of
any court or government agency or instrumentality.
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PROFESSIONAL CORPORATION
AMRO International, S.A.
April 11, 2000
Page 4
6. The authorized capital stock of the Company consists of
75,000,000 shares of common stock, $0.01 par value per share, and
1,000,000 shares of preferred stock, $0.01 par value per share.
The opinions set forth above are subject to the following
qualifications and limitations:
(a) We express no opinion as to the effect on the validity,
enforceability or binding effect of any Agreement of the application of
equitable principles (whether considered in a proceeding at law or in equity) or
of bankruptcy, insolvency, reorganization, moratorium and other laws now or
hereafter in effect affecting the enforcement of creditors' rights and remedies
(including those relating to fraudulent conveyances and transfers), or of laws
relating to fraud or of public policy principles.
(b) We express no opinion as to the enforceability of any
provision in any Agreement relating to conflicts of law, choice or law or
consent to jurisdiction and venue, or as to the effect on the Agreements or any
of the opinions set forth above of any documents which we have not reviewed.
(c) We express no opinion as to the availability of self-help or
other non-judicial remedies or equitable remedies, including without
limitation specific performance and injunctive relief.
(d) We express no opinion on the validity, binding effect or
enforceability under certain circumstances of provisions of the Agreements:
(i) that provide that rights or remedies are not exclusive,
that every right or remedy is cumulative and may be exercised in
addition to or with any other right or remedy, or that the
election of some remedy or remedies does not preclude recourse to
one or more other remedies,
(ii) that provide that injunctive relief or specific
performance may be available as a remedy for breach,
(iii) that purport to prevent oral modification or waivers,
or
(iv) the breach of which a court concludes is not material
or does not adversely affect the Company.
(e) We express no opinion on the validity or enforceability of
any of the provisions of the Agreements under which any party thereto waives
any right afforded to such party by applicable law after a default.
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PROFESSIONAL CORPORATION
AMRO International, S.A.
April 11, 2000
Page 5
(f) We express no opinion on compliance with fiduciary duty
requirements.
Our opinion is subject to judicial decisions which indicate that
public policy many render unenforceable provisions respecting payment of cash
and expenses of enforcement, including, without limitation, attorneys' fees.
Our opinion expressed in Paragraph 1 above, insofar as it relates to
the valid existence and good standing of the Company as a corporation
incorporated in Delaware, is based solely on certificates of good standing of a
recent date from the Secretary of State of the State of Delaware and is limited
accordingly.
We are licensed to practice law in the Commonwealth of Pennsylvania
and are experienced in evaluating matters requiring a general knowledge of the
corporate statutes of the State of Delaware. However, we do not hold ourselves
out to be experts on, or generally familiar with or qualified to express a legal
opinion on, the laws of any jurisdiction other than those of the Commonwealth
of Pennsylvania, the Delaware General Corporation Law and the federal laws of
the United States. In giving this opinion, we are not passing on any matters of
the laws of any jurisdiction other than the federal laws of the United States,
the laws of the Commonwealth of Pennsylvania and any issues that may arise under
the Delaware General Corporation Law.
This opinion is issued as of the date hereof and is necessarily
limited to the laws now in effect and the facts and circumstances known to us
on the date hereof. We are not assuming any obligation to review or update this
opinion should applicable law or the existing facts and circumstances change.
The opinions expressed above are solely for your benefit in connection
with the transactions contemplated by the Agreement and may not be relied upon
by you in connection with any other matter or by any other person without our
express prior written consent.
Very truly yours,
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PROFESSIONAL CORPORATION
By:
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