EXHIBIT 5.1
LETTERHEAD OF ELLIS, FUNK, GOLDBERG, LABOVITZ & DOKSON, P.C.
June 29, 2000
MGC Communications, Inc.
175 Sully's Trail
Pittsford, NY 14534
Ladies and Gentlemen:
We have acted as special counsel to MGC Communications, Inc., a Nevada
corporation (the "Company"), in connection with the Post-Effective Amendment on
Form S-8 to Form S-4 Registration Statement (the "Registration Statement") being
filed by the Company on June 29, 2000 with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to 22,364
shares of common stock, par value $.001 per share, of the Company ("Common
Stock"), to be issued from time to time pursuant to the Primary Network
Holdings, Inc. Stock Option Plan.
In so acting, we have examined the Registration Statement and we have
also examined and relied as to factual matters upon the representations and
warranties contained in originals, or copies certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates and
other instruments as in our judgment are necessary or appropriate to be able to
render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to which the Registration Statement relates have been duly
authorized and, when issued and delivered in accordance with the terms of the
applicable plan and paid for in full in accordance with the terms of the
applicable plan, will be validly issued, fully paid and non-assessable.
Our opinion expressed above is limited to the General Corporation Law
of the State of Nevada and we do not express any opinion herein concerning any
other law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
ELLIS, FUNK, GOLDBERG, LABOVITZ & DOKSON, P.C.
