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EXHIBIT 1
July 24, 2000
WorldPages.com, Inc.
390 South Woods Mill Road, Suite 260
St. Louis, Missouri 63017
Ladies and Gentlemen:
On the date hereof, WorldPages.com, Inc., a Delaware corporation
(the "Company"), intends to transmit for filing with the Securities and
Exchange Commission a registration statement under the Securities Act of
1933, as amended, on Form S-3 (the "Registration Statement") relating to
2,083,311 shares of common stock, par value $0.0001 per share, of the Company
(the "Shares"). This opinion is an exhibit to the Registration Statement.
We have at times acted as special counsel to the Company with respect
to certain corporate and securities matters, and in such capacity we are
familiar with the various corporate and other proceedings taken by or on behalf
of the Company in connection with the proposed offer and sale of the Shares as
described in the Registration Statement. However, we are not general counsel
to the Company and would not ordinarily be familiar with or aware of matters
relating to the Company unless they are brought to our attention by
representatives of the Company.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Company's Certificate of Incorporation as presently in effect, (ii)
the Company's By-Laws as presently in effect, (iii) minutes and other
instruments evidencing actions taken by the Company's directors and
stockholders, (iv) the Registration Statement, and (v) such other documents and
instruments relating to the Company and the proposed offering as we have deemed
necessary under the circumstances. In our examination of all such agreements,
documents and instruments, we have assumed the genuineness of all signatures and
the authenticity of all agreements, documents and instruments submitted to us as
originals and the conformity with the originals of all agreements, documents and
instruments submitted to us as certified, conformed or photostatic copies.
Insofar as this opinion relates to securities to be issued in the future, we
have assumed that all applicable laws, rules and regulations in effect at the
time of such issuance are the same as such laws, rules and regulations in effect
as of the date hereof.
Except as provided in the next sentence, we express no opinion as to
the laws of any jurisdiction other than the laws of the State of New York and
the federal laws of the United States of America. To the extent that matters
concerning the Delaware General Corporation Law are
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involved in the opinions expressed below our opinions are based solely upon our
reasonable familiarity with the Delaware General Corporation Law based on our
reading of standard published compilations of such laws. We express no opinion
as to the application of the securities or "Blue Sky" laws of any state,
including the State of Delaware and the State of New York, to the offer and/or
sale of the Shares.
Based upon and subject to the foregoing, it is our opinion that the
Shares have been duly and validly authorized and legally issued and are fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the securities or "Blue Sky" laws of any state of the United States which is
related to the offer and/or sale of the Shares. We also consent to the reference
to us under the heading "Legal Matters" in such Registration Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph, without our express written consent, and no party other than you is
entitled to rely on it. This opinion is rendered to you as of the date hereof
and we undertake no obligation to advise you of any change, whether legal or
factual, after the date hereof.
Very truly yours,
/s/ SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
SBSF:RAG:GA:RMF
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