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EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
July 14, 2000
Cypress Communications, Inc.
Fifteen Piedmont Center, Suite 710
Atlanta, Georgia 30305
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
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This opinion is delivered in our capacity as counsel to Cypress
Communications, Inc. (the "Company") in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act") of a Registration Statement on Form S-8
(the "Registration Statement") relating to 18,283 shares of Common Stock, par
value $.001 per share (the "Registered Shares"), which the Company may issue
pursuant to the SiteConnect, Inc. Incentive Stock Option Plan and Nonstatutory
Stock Option Plan (the "Plan").
As counsel for the Company, we have examined a copy of the Plan and the
Company's Second Amended and Restated Certificate of Incorporation and the
Amended and Restated By-laws, each as presently in effect, and such records,
certificates and other documents of the Company as we have deemed necessary or
appropriate for the purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America, The Commonwealth of
Massachusetts and the State of Delaware.
Based on the foregoing, we are of the opinion that upon the issuance
and delivery of the Registered Shares against payment therefor in accordance
with the terms of the Plan and any agreement thereunder, the Registered Shares
will be legally issued, fully paid and non-assessable shares of the Company's
Common Stock.
The foregoing assumes all requisite steps will be taken to comply with
the requirements of the Securities Act, applicable requirements of state laws
regulating the offer and sale of securities and applicable requirements of The
Nasdaq Stock Market, Inc.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
