<PAGE>
EXHIBIT 10.89
RAYMOND L. MOSS April 14, 2000
DIRECT DIAL: (770) 481-7201
E-MAIL: [email protected]
American Stock Transfer
40 Wall Street
New York, New York 10005
ATTN: CARLOS PINTO
Dear Mr. Pinto:
We have acted as counsel to HomeCom Communications, Inc., a Delaware
corporation (the "COMPANY"), in connection with the Securities Purchase
Agreement, dated as of April 14, 2000, between the holders listed in Exhibit
"A," attached hereto (the "Holders") and the Company (the "AGREEMENT") and the
transactions contemplated therein including, without limitation, the issuance of
the Series E Convertible Preferred Stock (the "SERIES E SHARES").
In so acting, we have examined the Agreement, the Certificate of
Designations, Preferences and Rights With respect to the Series E Shares (the
"CERTIFICATE OF DESIGNATIONS"), the Irrevocable Transfer Agent Instructions (the
"TRANSACTION AGREEMENTS") and the Company's Certificate of Incorporation, as in
effect on the date hereof, and we have examined and considered such corporate
records, certificates and matters of law as we have deemed appropriate as a
basis for our opinions set forth below.
Based upon the foregoing and subject to the assumptions, limitations,
qualifications and exceptions stated herein, we are of the opinion that as of
the date hereof.
(1) Upon conversion of the Series E Preferred Shares in accordance with
the terms of the Certificate of Designation, the shares of the Company's common
stock to be issued to the holders thereof (the "CONVERSION SHARES") will be
validly issued, fully paid and non-assessable, and free from all taxes, liens
and charges with respect to the issue thereof.
1
<PAGE>
(2) Based upon the representations, warranties and covenants set forth
in the Agreement, Conversion Shares may be issued to the Holders without
registration under the Securities Act of 1933, as amended.
(3) The certificates for the Conversion Shares should bear the
following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A REASONABLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER THE ACT.
These opinions are limited to the matters expressly stated herein and
are rendered solely your benefit and may not be quoted or relied upon for any
other purpose or by an other person.
The opinions expressed herein are subject to the following assumptions,
limitations, qualifications and exceptions:
(a) We have assumed the genuineness of all
signatures, the authenticity of all Transaction Agreements
submitted to us as originals, the conformity with originals of
all Transaction Agreements submitted to us as copies, the
authenticity of certificates of public officials and the due
authorization, execution and delivery of all Transaction
Agreements (except the due authorization, execution and
delivery by the Company of the Transaction Agreements).
(b) We have assumed that the Holders each have the
legal right, capacity and power to enter into, enforce and
perform all of its obligations under the Transaction
Agreements. Furthermore, we have assumed the due authorization
by the Holders of all requisite action and the due execution
and delivery of the Transaction Agreements by the Holders, and
that the Transaction Agreements are valid and binding upon the
Holders and are enforceable against the
2
<PAGE>
Holders in accordance with their terms.
Our examination of law relevant to the matters covered by this opinion
is limited to the laws of the State of Georgia, the Corporate Law of the State
of Delaware and the federal United States law specifically referred to herein,
and we express no opinion as to the effect on the matters covered by this
opinion of the laws of any other jurisdiction.
This opinion in given as of the date hereof and we assume no
obligation, to update or supplement this opinion to reflect any facts or
circumstances which may hereafter come to our attention or any changes in laws
which may hereafter occur.
Very truly yours,
SIMS MOSS KLINE & DAVIS LLP
EXHIBIT "A"
SCHEDULE OF BUYERS
<TABLE>
<CAPTION>
---------------------------- ---------------------------------------------------------- ---------------------
NUMBER OF SERIES E
BUYER'S NAME ADDRESS/FACSIMILE NUMBER OF BUYER PREFERRED SHARES
---------------------------- ---------------------------------------------------------- ---------------------
<S> <C> <C>
McNab, LLC Commercial Center, P.O. Box 31103SMB 100
Grand Cayman, Cayman Islands
British West Indies
Facsimile: (345) 945-7566
---------------------------- ---------------------------------------------------------- ----------------------------
</TABLE>
3
