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EXHIBIT 5
[Letterhead of Blackwell Sanders Peper Martin LLP]
June 16, 2000
WorldPages.com, Inc.
390 South Woods Mill Road, Suite 260
St. Louis, Missouri 63017
RE: Registration Statement on Form S-3
Securities Act File No. 333-35430
Ladies and Gentlemen:
We have acted as counsel to WorldPages.com, Inc. (the "COMPANY") in
connection with the Registration Statement on Form S-3 (Securities Act File No.
333-35430) (the "REGISTRATION STATEMENT") filed by the Company under the
Securities Act of 1933, as amended (the "ACT"), relating to the resale by the
selling stockholders identified therein of 9,368,983 shares (the "SHARES") of
the Company's common stock, $.0001 par value per share (the "COMMON STOCK").
Of the Shares: (A) up to 3,262,366 shares (the "DEBENTURE SHARES") are
being registered for resale by Halifax Fund, L.P. ("HALIFAX"), Elliott
Associates, L.P. ("ELLIOTT"), and Westgate International, L.P. ("WESTGATE")
(Halifax, Westgate and Elliott being sometimes referred to collectively
hereinafter as the "SUBORDINATED LENDERS"), pursuant to the conversion into
Common Stock of subordinated indebtedness issued or which may potentially be
issued by the Company to the Subordinated Lenders; (B) up to 858,525 shares
(the "WARRANT SHARES") are being registered for resale by the Subordinated
Lenders pursuant to the exercise of common stock purchase warrants issued by
the Company to the Subordinated Lenders; and (C) up to 5,248,092 shares are
being registered for resale by certain existing holders of Common Stock of
the Company (the "PREVIOUSLY ACQUIRED SHARES"). The Debenture Shares and the
Warrant Shares are referred to collectively hereinafter as the "SUBORDINATED
LENDER SHARES."
The Debenture Shares and the Warrant Shares are to be issued to the
Subordinated Lenders pursuant to: (i) Section 1.1 of the Convertible
Debenture Purchase Agreement dated as of February 23, 2000 by and among the
Company, Halifax, Elliott and Westgate (the "CONVERTIBLE DEBENTURE PURCHASE
AGREEMENT"); (ii) the 5% Convertible Debenture dated as of February 23, 2000
in the principal amount of $15,000,000 and executed by the Company in favor
of Halifax (the "HALIFAX DEBENTURE"); (iii) the 5% Convertible Debenture
dated as of February 23, 2000 in the principal amount of $2,500,000 and
executed by the Company in favor of Elliott (the "ELLIOTT DEBENTURE"); (iv)
the 5% Convertible Debenture dated as of February 23, 2000 in the principal
amount of $2,500,000 and executed by the Company in favor of Westgate (the
"WESTGATE DEBENTURE"); (v) the Common Stock Purchase Warrant dated as of
February 23, 2000 and
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WorldPages.com, Inc.
June 16, 2000
Page 2
executed by the Company in favor of Halifax (the "HALIFAX WARRANT"); (vi) the
Common Stock Purchase Warrant dated as of February 23, 2000 and executed by
the Company in favor of Elliott (the "ELLIOTT WARRANT"); (vii) the Common
Stock Purchase Warrant dated as of February 23, 2000 and executed by the
Company in favor of Westgate (the "WESTGATE WARRANT"); and (viii) the 5%
convertible subordinated debentures which may in the future be issued
pursuant to Section 1.3 of the Convertible Debenture Purchase Agreement (the
"FUTURE DEBENTURES").
The Halifax Debenture, the Elliott Debenture and the Westgate Debenture
are referred to collectively hereinafter as the "INITIAL DEBENTURES." The
Halifax Warrant, the Elliott Warrant and the the Westgate Warrant are
referred to collectively hereinafter as the "INITIAL WARRANTS."
As counsel, we have reviewed: (i) the Convertible Debenture Purchase
Agreement; (ii) the Registration Rights Agreement dated as of February 23,
2000 by and among the Company, Halifax, Elliott and Westgate (the
"REGISTRATION RIGHTS AGREEMENT"); (iii) the Initial Debentures; (iv) the
Initial Warrants; (v) the Restated Certificate of Incorporation, as amended,
of the Company, certified by the Secretary of State of Delaware (the
"DELAWARE SECRETARY") on June 6, 2000 (the "RESTATED CERTIFICATE"); (vi) the
Bylaws, as amended, of the Company, certified by the corporate secretary of
the Company; (vii) a copy of the unanimous written consent resolutions of the
Board of Directors of the Company (the "BOARD") dated as of February 18, 2000
and certified by the corporate secretary of the Company; (viii) a copy of the
unanimous written consent resolutions of the Board dated as of February 24,
2000 and certified by the corporate secretary of the Company; and (ix) a copy
of the unanimous written consent resolutions of the Board dated as of April
20, 2000 and certified by the corporate secretary of the Company.
We have relied upon statements of officials of the Company,
certifications of the Company's corporate secretary and the certification of
the Delaware Secretary as described in the immediately preceding paragraph
with respect to questions of fact material to the opinions hereinafter
expressed. We have assumed the genuineness of all signatures and the
authenticity of all items submitted to us as originals and the conformity
with the originals of all items submitted to us as copies.
We have also assumed that any Subordinated Lender Shares that may in the
future be issued upon the conversion of the
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WorldPages.com, Inc.
June 16, 2000
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Future Debentures, if any, contemplated in Section 1.3 of the Convertible
Debenture Purchase Agreement, but which Future Debentures have not yet been
authorized by the Board or issued or sold, will in the future be so
authorized, issued and sold in accordance with the terms of the Convertible
Debenture Purchase Agreement.
Based solely on the foregoing, we are of the opinion that:
1. The Subordinated Lender Shares are duly authorized and when issued
thereafter pursuant to the terms of: the Convertible Debenture
Purchase Agreement, the Registration Rights Agreement, the Initial
Debentures or the Initial Warrants, as applicable, the Subordinated
Lender Shares will be validly issued, fully paid and nonassessable.
2. The Previously Acquired Shares are duly authorized, validly issued,
fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our Firm
wherever it appears in the Registration Statement, including the prospectus
constituting a part thereof.
Very truly yours,
/s/ Blackwell Sanders Peper Martin LLP
BLACKWELL SANDERS PEPER MARTIN LLP
CAA/ROS
