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.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
October 13, 1999
Board of Directors
I-Link Incorporated
00000 X. Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
Re: Registration Statement on Form S-8/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 the
Company of a registration statement on Form S-8/S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended, relating to stock
options (the "Options") to purchase up to 8,032,333 shares of Common Stock,
$.007 par value (the "Common Stock") and relating to a maximum of 8,032,333
shares of Common Stock issuable upon exercise of Options granted or to be
granted by the Company pursuant to various written compensation contracts
(each a "Plan" and collectively referred to as the "Plans").
We have examined the Plans, the Articles of Incorporation, as amended,
and the By-Laws of the Company, the minutes of the various meetings and
consents of the Company's Board of Directors, originals or copies of such
1
Board of Directors
I-Link Incorporated
October 8, 1999
Page 2
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 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 material to such opinion, we have relied upon statements and
certificates of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Options to
purchase up to 8,032,333 shares of Common Stock which are the subject of
the Registration Statement have been duly authorized and when issued in
accordance with the respective Plans, will be enforceable in accordance
with their terms; the 8,032,333 shares of Common Stock which are the
subject of the Registration Statement have been duly authorized and when
issued and paid for in accordance with the terms of the Options and the
Plans under which the Options are issued will be duly authorized, fully
paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name appearing
in said Registration Statement and amendments thereto.
Very truly yours,
DE XXXXXXX XXXXXXXXXXX XXXXX & XXXXX
/s/ Xxxxx X. Xx Xxxxxxx
Xxxxx X. Xx Xxxxxxx, a Principal
