Exhibit 5.1
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
3000 K Street, N.W.
Suite 300
Washington, DC 20007-5116
September 29, 2000
Ursus Telecom Corporation
440 Sawgrass Corporate Parkway
Suite 112
Sunrise, Florida 33325
Re: Ursus Telecom Corporation Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Ursus Telecom Corporation, a Florida
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-3 (the "Registration Statement"), relating to 149,053
shares of Common Stock of the Company, $.01 par value per share, and Common
Stock underlying warrants granted by the Company (the "Shares"). The Shares
may be issued by the Company to the selling shareholders set forth in the
Registration Statement (the "Selling Shareholders") upon exercise by the
Selling Shareholders of the warrants described in the Registration Statement
(the "Warrants"). The Shares, once issued, are to be sold from time to time
as set forth in the Registration Statement, the prospectus contained therein
and any amendments or supplements thereto.
As such counsel, we have examined copies of the Articles of Incorporation
and By-Laws of the Company, each as in effect as of the date hereof, and the
Registration Statement. We also have examined the original or reproduced or
certified copies of such records of the Company, such agreements, certificates
of officers and representatives of the Company and others, and such other
documents, papers, statutes and authorities as we deemed necessary to form the
basis of the opinions hereinafter expressed. In such examinations, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to original documents of
copies of documents supplied to us by the Company and others. As to certain
matters of fact relevant to the opinions expressed herein, we have relied upon
statements and certificates of officers of the Company and others.
We express no opinion with respect to the effect of any laws other than the
laws of the District of Columbia, the general corporate law of the State of
Delaware, and the federal laws of the United States of America. For the
purposes of this opinion, we have assumed that Florida law is in every respect
identical to Delaware law. We advise, however, that we are not admitted to
the practice of law in the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the Shares
to be issued upon exercise of the Warrants (assuming payment of the exercise
price of the Warrants) when issued will be validly issued, fully paid and non-
assessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus forming a
part of the Registration Statement. In giving such consent, we do not admit
hereby that we come within the category of persons whose consent is required
under Section7 of the Securities Act or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
