August 24, 2000
Board of Directors
InnovaCom, Inc.
3400 Garrett Drive
Santa Clara, CA 95054
Re: Common Stock of InnovaCom, Inc.
Gentlemen:
We act as counsel to InnovaCom, Inc. (the "Company"), a Nevada corporation, in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 85,281,365 shares of the Company's Common Stock (the
"Shares"), including shares underlying warrants, which may be resold by certain
selling stockholders all as further described in a registration statement on
Form SB-2 (File No. 333-42766) filed under the Securities Act (the "Registration
Statement"). For the purpose of rendering this opinion, we examined originals or
photostatic copies of such documents as we deemed to be relevant. In conducting
our examination, we assumed, without investigation, the genuineness of all
signatures, the correctness of all certificates, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies, and the accuracy and completeness
of all records made available to us by the Company. In addition, in rendering
this opinion, we assumed that the Shares will be offered in the manner and on
the terms identified or referred to in the prospectus, including all amendments
thereto.
Our opinion is limited solely to matters set forth herein. Attorneys practicing
in this firm are admitted to practice in the State of California and we express
no opinion as to the laws of any other jurisdiction other than the laws of the
State of Delaware and the laws of the United States.
Based upon and subject to the foregoing, after giving due regard to such issues
of law as we deemed relevant, and assuming that (i) the Registration Statement
becomes and remains effective, and the prospectus which is part thereof (the
"Prospectus"), and the Prospectus delivery procedures with respect thereto,
fulfill all of the requirements of the Securities Act, throughout all periods
relevant to the opinion, and (ii) all offers and sales of the Shares have been
and will be made in compliance with the securities laws of the states, having
jurisdiction thereof, we are of the opinion that the Shares offered by the
selling stockholders have been, and the Shares to be issued upon the exercise of
warrants for adequate consideration will be, validly issued, fully paid, and
nonassessable.
We hereby consent in writing to the use of our opinion as an exhibit to the
Registration Statement and any amendment thereto.
Very truly yours,
/s/ BARTEL ENG LINN & SCHRODER
EXHIBIT 5.1 AND 23.2
