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Exhibit 5.1
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[Xxxxxxx & Xxxxxx L.L.C. letterhead]
April 25, 1997
ICG Communications, Inc.
0000 Xxxx Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxxx, Chairman of the Board of Directors
Dear Xx. Xxxxxxx:
We have acted as special counsel for ICG Communications, Inc.
(the "Company") in connection with the preparation, execution and filing of a
Registration Statement under the Securities Act of 1933 on Form S-8 relating to
the registration of 6,253,600 shares of ICG Communications, Inc. Common Stock,
$.01 par value ("Common Stock"), (i) which may be purchased by directors,
officers and employees pursuant to the Incentive Stock Option Plan #2; the
Incentive Stock Option Plan #3; and the 1994 Employee Stock Option Plan; 1996
Stock Option Plan; and (ii) which may be purchased for the accounts of
participants in the ICG Communications, Inc. Employee Savings Plan and the ICG
Communications, Inc. 401(k) Wraparound Deferred Compensation Plan (the "Plans").
In connection with the opinion expressed below, we have made such factual
inquiries and have examined or caused to be examined such questions of law as we
have considered necessary or appropriate for the purpose of such opinion. On the
basis of such inquiries or examinations, it is our opinion that any newly issued
shares of Common Stock purchased from the Company pursuant to the Plans, when
paid for as contemplated by the Plans, will be duly authorized, validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above.
Very truly yours,
/s/ Xxxxxxx & Xxxxxx L.L.C.
Xxxxxxx & Xxxxxx L.L.C.
