FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO ONE IBM PLAZA SACRAMENTO
DENVER 330 N. WABASH AVENUE SAN DIEGO
JACKSONVILLE CHICAGO, ILLINOIS 60611 SAN FRANCISCO
LOS ANGELES TELEPHONE (312) 755-1900 TALLAHASSEE
MADISON TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
November 16, 2000
Speedcom Wireless Corporation
1758 Independence Boulevard, C-5
Sarasota, Florida 34234
Ladies and Gentlemen:
We have acted as counsel for Speedcom Wireless Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 1,000,000 shares of the Company's
Common Stock, $.001 par value per share (the "Common Stock"), which may be
issued or acquired pursuant to the 2000 Equity Incentive Plan (the "Plan").
In this regard, we have examined: (a) the Plan; (b) signed copies of
the Registration Statement; (c) the Company's Certificate of Incorporation and
Bylaws, as amended to date; (d) resolutions of the Company's Board of Directors
relating to the Plan; and (e) such other documents and records as we have deemed
necessary to enable us to render this opinion. Based upon the foregoing, we are
of the opinion that:
1. The Company is a corporation in good standing under the laws of the
State of Delaware.
2. The shares of Common Stock, when issued pursuant to the terms and
conditions of the Plan, and as contemplated in the Registration Statement, will
be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of the Securities
Act.
Yours truly,
/s/ Foley & Lardner
FOLEY & LARDNER
