<PAGE> 1
EXHIBIT 5.1
[GOODMAN PHILLIPS & VINEBERG LETTERHEAD]
November 22, 2000
GT Group Telecom Inc.
20 Bay Street
7th Floor
Toronto, Ontario
M5J 2N8
GT GROUP TELECOM INC.
REGISTRATION OF WARRANTS AND UNDERLYING CLASS B NON-VOTING SHARES
Dear Sirs/Mesdames:
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-1 (the "REGISTRATION STATEMENT") pursuant to a
registration rights agreement dated February 1, 2000 (the "REGISTRATION RIGHTS
AGREEMENT") among the Corporation and Goldman, Sachs & Co., CIBC World Markets
Corp., Credit Suisse First Boston Corporation, RBC Dominion Securities
Corporation, Scotia Capital Markets (USA) Inc. and TD Securities (USA) Inc.
(collectively, the "UNDERWRITERS").
The securities of the Corporation to be qualified under the Registration
Statement consist of 855,000 Warrants (the "WARRANTS") and 4,198,563 Class B
Non-Voting Shares underlying such Warrants (the "CLASS B NON-VOTING SHARES",
collectively with the Warrants, the "SECURITIES"), as set forth in the
prospectus forming a part of the Registration Statement (the "PROSPECTUS"). The
Warrants were issued and sold on February 1, 2000 by the Corporation pursuant to
a purchase agreement dated January 27, 2000 (the "UNDERWRITING AGREEMENT")
between the Corporation and the Underwriters. The Class B Non-Voting Shares are
to be issued under a warrant agreement dated February 1, 2000 (the "WARRANT
AGREEMENT") between the Corporation and The Chase Manhattan Bank.
The Registration Rights Agreement, the Underwriting Agreement and the
Warrant Agreement are referred to collectively herein as the "TRANSACTION
AGREEMENTS". For the purposes of the opinions expressed in this letter, the
Transaction Agreements expressed to be governed by the laws of the state of New
York ("NEW YORK LAW") are referred to, collectively, as "NEW YORK LAW DOCUMENTS"
and individually as a "NEW YORK LAW DOCUMENT".
DOCUMENTS REVIEWED
For the purposes of the opinions expressed herein, we have examined
executed copies of each of the Transaction Agreements. We have also examined (i)
a copy of resolutions of the directors of the Corporation dated February 1,
2000, certified true and correct as of November 22, 2000; (ii) a specimen of the
global certificates dated February 1, 2000 representing the Warrants to be
resold by the Underwriters to qualified institutional buyers in reliance upon
Rule 144A under the Securities Act and the Warrants to be resold by the
Underwriters outside the United States in reliance upon
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Regulation S under the Securities Act, certified true and correct as of November
22, 2000; and (iii) such other documents as we have considered necessary or
appropriate.
As to the various questions of fact material to the opinions expressed
herein, we have relied solely, without independent verification, upon a
certificate of the Senior Vice President, General Counsel and Corporate
Secretary of the Corporation dated November 22, 2000 (the "OFFICER'S
CERTIFICATE"), a copy of which has been delivered to you. We have assumed that
the Officer's Certificate is accurate, complete and genuine.
ASSUMPTIONS AND QUALIFICATIONS
We are solicitors qualified to practice law only in the Province of British
Columbia. For the purpose of our opinions as to matters of Ontario law, the
opinions numbered 1, 3, 4, 5, we have relied on the opinion of Goodman Phillips
& Vineberg (Toronto), a copy of which is attached and also addressed to the
addressees of this opinion. Accordingly, our opinions in this opinion letter are
limited to (i) the laws of the Province of Ontario and the federal laws of
Canada applicable therein ("ONTARIO LAW") and (ii) the laws of the Province of
British Columbia, and the federal laws of Canada applicable therein ("BRITISH
COLUMBIA LAW"), all as in effect on the date hereof (collectively, "APPLICABLE
LAW"). We express no opinions concerning any laws, or matters governed by any
laws, other than Applicable Laws.
The opinions expressed below are given as of the date of this letter and
are not prospective. We disclaim any obligation to advise the addressees or any
other person of any change in law or any fact which may come or be brought to
our attention after the date of this letter.
We have assumed that each of the Transaction Agreements has been duly
authorized, executed and delivered by all parties thereto, other than the
Corporation, and that each of the parties, other than the Corporation, has the
corporate power and authority to execute and perform its obligations under such
agreements to which it is a party. We have assumed that each of the Transaction
Agreements constitutes legal, valid and binding obligation of all parties
thereto, other than the Corporation, and is enforceable against all such other
parties in accordance with its terms.
We have assumed: (i) the genuineness of all signatures; (ii) the legal
capacity of all individuals; (iii) the genuineness and authenticity of all
documents submitted to us as originals; and (iv) the conformity to original
documents of all documents submitted to us as certified, photocopied or
facsimiled copies.
For purposes of our opinion numbered 1, we have assumed that the issuance
and execution of the Warrants are in compliance with the Transaction Agreements.
OPINIONS
Based and relying on the foregoing, and subject to the assumptions and
qualifications expressed above, we are of the opinion that:
1. To the extent execution and delivery are governed by Ontario Law, the
Warrants have been duly authorized, executed, issued and delivered by
the Corporation.
2. The Class B Non-Voting Shares issuable upon exercise of the Warrants
have been duly authorized and reserved for issuance by the Corporation
and, when issued and delivered in accordance with the provisions of the
Warrant Agreement, will be issued and outstanding as fully paid and
non-assessable shares of the Corporation.
3. A court of competent jurisdiction in Ontario or a Canadian federal
court of competent jurisdiction in Ontario (collectively, an "ONTARIO
COURT") would recognize the choice of New York Law as a valid choice of
law governing the New York Law Documents, provided that such choice of
law is:
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(a) legal under New York Law and bona fide, in the sense that it was
not made with a view to avoiding the law of any other jurisdiction;
and
(b) not contrary to public policy, as that term is understood and
applied under Ontario Law.
4. In an Ontario action to enforce a New York Law Document, an Ontario
Court would, subject to the preceding opinion with respect to the choice
of law and limited to the extent specifically pleaded and proved as a
fact by expert evidence, recognize and apply New York Law to all issues
which, under conflict of laws rules in effect in the Province of
Ontario, are to be determined in accordance with the proper or governing
law of the New York Law Document, except that in any such action, the
Ontario Court will or will likely:
(a) apply those applicable laws which such Court characterizes as
procedural;
(b) not apply those New York Laws which the Court characterizes as
procedural, revenue, expropriatory, penal or other similar laws;
and
(c) not apply those New York Laws which the Court characterizes as
inconsistent with public policy, as that term is understood and
applied under Ontario Law.
An Ontario Court may reserve to itself an inherent power to decline to
hear an action on a New York Law Document if (i) it considers that it
would be contrary to public policy for it to do so, (ii) the Province of
Ontario or such Court is not the proper forum or court to hear that
action, or (iii) concurrent proceedings with respect to such New York
Law Document have been commenced or are being maintained elsewhere.
5. Ontario Law would permit an action to be brought in an Ontario Court
on any final and conclusive judgement in personam against the
Corporation with respect to a New York Law Document rendered by a New
York court of competent jurisdiction, provided that:
(a) such judgement was for a sum certain and was not impeachable as
void or voidable under New York Law;
(b) the New York court rendering such judgement had jurisdiction over
the Corporation, as recognized by the Ontario Court;
(c) such judgement was not obtained by fraud or in a manner contrary to
natural justice, the enforcement thereof would not be inconsistent
with public policy as that term is understood and applied under
Ontario Law, and such judgement was not contrary to any order made
under the Foreign Extraterritorial Measures Act (Canada);
(d) the enforcement of such judgement does not constitute, directly or
indirectly, the enforcement of a foreign revenue, expropriatory,
penal or other similar law;
(e) the judgement has not been satisfied and is otherwise a subsisting
judgement, and no new admissible evidence relevant to the action is
discovered prior to the consideration of such judgement by the
Ontario Court; and
(f) the action in Ontario complies with Ontario Law in respect of
limitations of actions.
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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[GOODMAN PHILLIPS & VINEBERG LETTERHEAD]
November 22, 2000
Goodman Phillips & Vineberg
355 Burrard Street
Suite 1900
Vancouver, British Columbia
V6C 2G8
GT Group Telecom Inc.
20 Bay Street
7th Floor
Toronto, Ontario
M5J 2N8
Dear Sirs/Mesdames:
RE: GT GROUP TELECOM INC.
REGISTRATION OF WARRANTS AND UNDERLYING CLASS B NON-VOTING SHARES
We have acted as special Ontario 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-1 (the "REGISTRATION STATEMENT") pursuant to a
registration rights agreement dated February 1, 2000 (the "REGISTRATION RIGHTS
AGREEMENT") among the Corporation and Goldman, Sachs & Co., CIBC World Markets
Corp., Credit Suisse First Boston Corporation, RBC Dominion Securities
Corporation, Scotia Capital Markets (USA) Inc. and TD Securities (USA) Inc.
(collectively, the "UNDERWRITERS").
The securities of the Corporation to be qualified under the Registration
Statement consist of 855,000 Warrants (the "WARRANTS") and 4,198,563 Class B
Non-Voting Shares underlying such Warrants (the "CLASS B NON-VOTING SHARES",
collectively with the Warrants, the "SECURITIES"), as set forth in the
prospectus forming a part of the Registration Statement (the "PROSPECTUS"). The
Warrants were issued and sold on February 1, 2000 by the Corporation pursuant to
a purchase agreement dated January 27, 2000 (the "UNDERWRITING AGREEMENT")
between the Corporation and the Underwriters. The Class B Non-Voting Shares are
to be issued under a warrant agreement dated February 1, 2000 (the "WARRANT
AGREEMENT") between the Corporation and The Chase Manhattan Bank.
The Registration Rights Agreement, the Underwriting Agreement and the
Warrant Agreement are referred to collectively herein as the "TRANSACTION
AGREEMENTS". For the purposes of the opinions expressed in this letter, the
Transaction Agreements expressed to be governed by the laws of the state of New
York ("NEW YORK LAW") are referred to, collectively, as "NEW YORK LAW DOCUMENTS"
and individually as a "NEW YORK LAW DOCUMENT".
DOCUMENTS REVIEWED
1. For the purposes of the opinions expressed herein, we have examined
executed copies of each of the Transaction Agreements and the Warrants.
<PAGE> 6
2. As to the various questions of fact material to the opinions
expressed herein, we have relied solely, without independent
verification, upon a certificate of the Senior Vice President, General
Counsel and Corporate Secretary of the Corporation dated November 22,
2000 (the "OFFICER'S CERTIFICATE"), a copy of which has been delivered
to you. We have assumed that the Officer's Certificate is accurate,
complete and genuine.
ASSUMPTIONS AND QUALIFICATIONS
We are solicitors qualified to practice law only in the Province of
Ontario. These opinions are limited to the laws of the Province of Ontario and
the federal laws of Canada applicable therein, all as in effect as of the date
hereof ("ONTARIO LAW"). We express no opinions concerning any laws, or matters
governed by any laws, other than Ontario Law.
The opinions expressed below are given as of the date of this letter and
are not prospective. We disclaim any obligation to advise the addressees or any
other person of any change in law or any fact which may come or be brought to
our attention after the date of this letter.
We have assumed: (i) the genuineness of all signatures; (ii) the legal
capacity of all individuals; (iii) the genuineness and authenticity of all
documents submitted to us as originals; and (iv) the conformity to original
documents of all documents submitted to us as certified, photocopied or
facsimiled copies.
For purposes of our opinion numbered 1, we have assumed that the Warrants
have been duly authorized by the Corporation and duly executed in accordance
with such authorization, the Canada Business Corporations Act and the
Transaction Agreements.
OPINIONS
Based and relying on the foregoing, and subject to the assumptions and
qualifications expressed above, we are of the opinion that:
1. To the extent execution and delivery are governed by Ontario Law, the
Warrants have been duly executed and delivered by the Corporation.
2. A court of competent jurisdiction in Ontario or a Canadian federal
court of competent jurisdiction in Ontario (collectively, an "ONTARIO
COURT") would recognize the choice of New York Law as a valid choice of
law governing the New York Law Documents, provided that such choice of
law is:
(a) legal under New York Law and bona fide, in the sense that it was
not made with a view to avoiding the law of any other jurisdiction;
and
(b) not contrary to public policy, as that term is understood and
applied under Ontario Law.
3. In an Ontario action to enforce a New York Law Document, an Ontario
Court would, subject to the preceding opinion with respect to the choice
of law and limited to the extent specifically pleaded and proved as a
fact by expert evidence, recognize and apply New York Law to all issues
which, under conflict of laws rules in effect in the Province of
Ontario, are to be determined in accordance with the proper or governing
law of the New York Law Document, except that in any such action, the
Ontario Court will or will likely:
(a) apply those applicable laws which such Court characterizes as
procedural;
(b) not apply those New York Laws which the Court characterizes as
procedural, revenue, expropriatory, penal or other similar laws;
and
(c) not apply those New York Laws which the Court characterizes as
inconsistent with public policy, as that term is understood and
applied under Ontario Law.
<PAGE> 7
An Ontario Court may reserve to itself an inherent power to decline to hear
an action on a New York Law Document if (i) it considers that it would be
contrary to public policy for it to do so, (ii) the Province of Ontario or
such Court is not the proper forum or court to hear that action, or (iii)
concurrent proceedings with respect to such New York Law Document have been
commenced or are being maintained elsewhere.
4. Ontario Law would permit an action to be brought in an Ontario Court
on any final and conclusive judgement in personam against the
Corporation with respect to a New York Law Document rendered by a New
York court of competent jurisdiction, provided that:
(a) such judgement was for a sum certain and was not impeachable as
void or voidable under New York Law;
(b) the New York court rendering such judgement had jurisdiction over
the Corporation, as recognized by the Ontario Court;
(c) such judgement was not obtained by fraud or in a manner contrary to
natural justice, the enforcement thereof would not be inconsistent
with public policy as that term is understood and applied under
Ontario Law, and such judgement was not contrary to any order made
under the Foreign Extraterritorial Measures Act (Canada);
(d) the enforcement of such judgement does not constitute, directly or
indirectly, the enforcement of a foreign revenue, expropriatory,
penal or other similar law;
(e) the judgement has not been satisfied and is otherwise a subsisting
judgement, and no new admissible evidence relevant to the action is
discovered prior to the consideration of such judgement by the
Ontario Court; and
(f) the action in Ontario complies with Ontario Law in respect of
limitations of actions.
The above opinions are rendered solely to the persons to whom they are
addressed in connection with the above transaction, and may not be used,
circulated, quoted from or otherwise referred to for any other purpose and may
not be relied upon by any other person without our written consent, except that
Shearman & Sterling may rely on the opinion to the same extent as if such
opinion were addressed to it.
Very truly yours,
/s/ Goodman Phillips & Vineberg
