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EXHIBIT 5.1
October 4, 2000
303-298-5700 C 18787-00001
Convergent Communications, Inc.
400 Inverness Drive South, Suite 400
Englewood, Colorado 80112
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to an aggregate of 1,250,000 shares of Common Stock, no par value,
of Convergent Communications, Inc., a Colorado corporation (the "Company"),which
are the subject of a registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), which
shares (the "Shares") may be offered and sold under the Convergent
Communications, Inc. 401(k) Savings Plan, as amended on September 26, 2000 (the
"Plan").
We have examined the original, or a photostatic or certified copy, of such
records of the Company, certificates of officers of the Company and of public
officials and such other documents as we have deemed to be relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the genuineness of all signatures, 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.
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Based upon our examination mentioned above, we are of the opinion that the
Shares have been validly authorized for issuance and, when (a) the Registration
Statement has become effective under the Act, (b) the Shares are issued and sold
in accordance with the terms set forth in the Registration Statement and in the
Plan, and (c) the pertinent provisions of any applicable state securities laws
have been complied with, the Shares so issued will be legally issued and will be
fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm appearing on the cover of the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
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GIBSON, DUNN & CRUTCHER LLP
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