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EXHIBIT 5.1
[Goodman Phillips & Vineberg Letterhead]
May 30, 2000
GT Group Telecom Inc.
20 Bay Street
7th Floor
Toronto, Ontario
M5J 2N8
GT GROUP TELECOM INC.
EXCHANGE OFFER OF 13 1/4% SENIOR DISCOUNT NOTES DUE 2010
We have acted as Canadian counsel to GT Group Telecom Inc. (the
"Corporation") in connection with the preparation and filing with the United
States Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of the Corporation's
Registration Statement on Form F-4 (the "Registration Statement") relating to
the offer to exchange (the "Exchange Offer") the Corporation's outstanding
unregistered 13 1/4% Senior Discount Notes due 2010 (the "Outstanding Notes")
for a like stated amount at maturity of the Corporation's 13 1/4% Senior
Discount Notes due 2010 (the "Exchange Notes") that will be registered under the
Securities Act, as set forth in the prospectus forming a part of the
Registration Statement (the "Prospectus"). The Exchange Notes are to be issued
under an indenture dated as of February 1, 2000 (the "Indenture") between the
Corporation and The Chase Manhattan Bank, as trustee (the "Trustee").
We have examined such corporate records of the Corporation, such
certificates of officers of the Corporation, public officials and others and
originals, copies or facsimiles of such other agreements, instruments,
certificates and documents as we have deemed necessary or advisable as a basis
for the opinion expressed below. We have assumed the genuineness of all
signatures, the legal capacity of all individuals, the authenticity of all
documents submitted to us as originals and the conformity to authentic originals
of all documents submitted to us as certified, photocopied or facsimiled copies.
We have assumed the accuracy and completeness of the corporate records of the
Corporation and the certificates of officers of the Corporation, public
officials and others, examined by us.
Based and relying upon and subject to the foregoing, we are of the opinion
that the Exchange Notes have been duly authorized by the Corporation and that
when the Exchange Notes are issued, executed and delivered by the Corporation
pursuant to the terms and conditions of the Indenture, the Exchange Notes will
be validly issued, executed and delivered by the Corporation.
We are solicitors qualified to practise law only in the Province of British
Columbia. We express no opinion as to any laws, or any matters governed by any
laws, other than the laws of the Province of British Columbia and the federal
laws of Canada applicable therein, all as at the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (as it may be amended from time to time) and to the
reference to our firm name under the headings "Legal Matters" and
"Enforceability of Civil Liabilities" in the Prospectus (as it may be amended
from time to time), without thereby admitting that we are "experts" under the
Securities Act or the rules and regulations of the Commission thereunder for
purposes of any part of the Registration Statement (as it may be amended from
time to time), including this exhibit.
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This opinion may be delivered to Shearman & Sterling which may rely on this
opinion to the same extent as if such opinion were addressed to it.
Very truly yours,
/s/ Goodman Phillips & Vineberg
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