Contract
Exhibit
5.1
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XXXXXX XXXX & XXXXXX LLP
A LIMITED
LIABILITY PARTNERSHIP
000 XXXX XXXXXX
XXX XXXX, XX 00000
(000)
000-0000
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WASHINGTON,
DC
LOS ANGELES,
CA
CHICAGO,
IL
HOUSTON,
TX
AUSTIN,
TX
STAMFORD,
CT
PARSIPPANY,
NJ
________
BRUSSELS,
BELGIUM
________
AFFILIATE
OFFICE
MUMBAI,
INDIA
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FACSIMILE
(000)
000-0000
xxx.xxxxxxxxxx.xxx
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February
1, 2018
Fusion
Telecommunications International, Inc.
000
Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX 00000
Ladies
and Gentlemen:
We have
acted as special counsel to Fusion Telecommunications
International, Inc., a Delaware corporation (the
“Company”),
in connection with the offering by the Company of 12,937,500 shares
of its common stock, par value $0.01 per share (the
“Shares”), including
1,687,500 Shares for which the Underwriters have been granted an
over-allotment option, pursuant to a Registration Statement on Form
S-3 (the “Registration Statement”)
filed with the Securities and Exchange Commission ( the
“Commission”) pursuant to
the Securities Act of 1933, as amended (the “Act”), and declared
effective on January 17, 2018, as supplemented by the prospectus
supplement relating to the Shares filed with the Commission
pursuant to Rule 424(b) promulgated under the Act (the
“Prospectus
Supplement”). As such special counsel, you have
requested our opinion as to the matters described herein relating
to the issuance of the Securities.
XXXXXX XXXX & XXXXXX LLP
February 1, 2018
Page
Two
We have examined and relied upon the
Certificate of Incorporation and By-Laws of the Company, each as
amended and restated through the date hereof; records of corporate
proceedings of the Company, as made available to us by officers of
the Company; an executed copy of the Registration Statement and all
exhibits thereto, in the form filed with the Commission; the
Prospectus Supplement as filed with the Commission; and such
matters of law deemed necessary by us in order to deliver this
opinion. We have assumed, without independently verifying or having
any duty to verify, that all documents mentioned herein have been
duly authorized, executed and delivered by all parties thereto
(other than the Company) and are enforceable, and that there was no
misrepresentation, omission or deceit by any person in connection
with the execution, delivery or performance of any of the documents
referred to herein. In the course of our examination, we have
assumed the genuineness of all signatures, the authority of all
signatories to sign on behalf of their principals, if any, the
authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies
and the authenticity of the originals of such copies, and the legal
capacity of all natural persons. As to certain factual matters, we
have relied upon information furnished to us by officers of the
Company.
Our
opinion expressed below is subject to the qualification that we
express no opinion as to any law other than the General Corporation
Law of the State of Delaware and the federal laws of the United
States of America. Without limiting the foregoing, we express no
opinion with respect to the applicability thereto or effect of
municipal laws or the rules, regulations or orders of any municipal
agencies within any such state.
Based
on the foregoing and solely in reliance thereon, it is our opinion
that the Shares are duly authorized and, when the Shares are
issued, paid for and delivered in accordance with the applicable
underwriting agreement, the Shares will be validly issued, fully
paid and non-assessable.
We
hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to it in the prospectus
included therein under the caption “Legal Matters.” In
giving such consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Act, nor
do we admit that we are experts with respect to any part of the
Registration Statement or Prospectus within the meaning of the term
“expert” as defined in Section 11 of the Act or the
rules and regulations promulgated thereunder.
This
opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose. We have no obligation
to update this opinion for events or changes in law or fact
occurring after the date hereof.
Very
truly yours,
/s/
XXXXXX XXXX & XXXXXX LLP
XXXXXX
XXXX & XXXXXX LLP
