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Exhibit 5.1
[Letterhead of Cooley Godward LLP]
July 17, 2000
Evoke Communications, Inc.
1157 Century Drive
Louisville, Colorado 80027
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Evoke Communications, Inc. (the "Company") of a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission"), including a prospectus to be filed with
the Commission pursuant to Rule 424(b) of Regulation C promulgated under the
Securities Act of 1933, as amended, and the underwritten public offering of up
to 8,050,000 shares of the Company's Common Stock, $.01 par value (the
"Shares"), which amount includes 1,050,000 shares for which the underwriters
have been granted an over-allotment option.
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus; (ii) reviewed the Company's
Restated Certificate of Incorporation and Bylaws, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment were necessary or appropriate
to enable us to render the opinion expressed below; and (iii) assumed that the
Shares to be sold to the underwriters by the Company will be sold at a price
established by the Board of Directors of the Company or the Pricing Committee
thereof in accordance with Section 153 of the Delaware General Corporation Law.
We have assumed the genuineness and authenticity of all documents submitted to
us as originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing and in reliance thereon, we are of the opinion
that the Shares, when issued and sold in accordance with the Registration
Statement, will be validly issued, fully paid and nonassessable.
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Evoke Communications, Inc.
July 17, 2000
Page Two
We consent to the reference to our firm under the caption "Legal Matters" in the
prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley Godward LLP
/s/ Michael L. Platt
Michael L. Platt
