Fredrikson & Byron, P.A.
900 Second Ave. S., #1100
Minneapolis, MN 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
EXHIBIT 5
July 31, 2000
ACI Telecentrics, Incorporated
3100 West Lake Street, Suite 300
Minneapolis, MN 55416
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to ACI Telecentrics, Incorporated
(the "Company") in connection with the original registration by the Company on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act") of options and 1,000,000 shares (the "Shares") of Common
Stock issuable pursuant to the Company's 1996 Stock Option Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Restated Articles of Incorporation.
2. The Company's Restated Bylaws.
3. Certain corporate resolutions adopted by the Board of
Directors and shareholders of the Company pertaining to the
adoption and amendment of the Plan and the increase in the
number of shares reserved for issuance thereunder.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
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ACI Telecentrics, Incorporated
July 31, 2000
Page 2
1. The Shares are validly authorized by the Company's Restated Articles
of Incorporation.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plan, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ John A. Satorius
John A. Satorius
