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EXHIBIT 5.1
[ALLEGIANCE TELECOM, INC. LETTERHEAD]
September 28, 2000
Allegiance Telecom, Inc.
1950 Stemmons Freeway, Suite 3026
Dallas, Texas 75207
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and Secretary of Allegiance
Telecom, Inc., a Delaware corporation (the "Company"). I am issuing this opinion
in connection with the proposed registration by the Company of an additional
6,000,000 shares (collectively, the "Shares") of its Common Stock, par value
$.01 per share, pursuant to a Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on the date hereof under the Securities Act
of 1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
Shares are to be issued by the Company to certain employees, directors, advisors
and consultants of the Company and its subsidiaries pursuant to the Allegiance
Telecom, Inc. 1998 Stock Incentive Plan, as amended (the "Plan").
In that connection, I have examined such corporate proceedings, documents,
records and matters of law as I have deemed necessary to enable me to render
this opinion.
For purposes of this opinion, I have assumed the authenticity of all
documents submitted to me as originals, the conformity to the originals of all
documents submitted to me as copies and the authenticity of the originals of all
documents submitted to me as copies. I have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. As to any facts material to the opinions
expressed herein, I have relied upon the statements and representations of
officers and other representations of the Company and others.
My opinion expressed below is subject to the qualifications that I express
no opinion as to the applicability of, compliance with, or effect of (i) any
bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally; (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law); (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies; and (iv) any laws except the internal laws of the State of
Illinois, the General Corporation Law of the State of Delaware and the federal
law of the United States of America.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, I hereby advise you
that in my opinion:
(1) The Plan has been duly adopted by the Board of Directors of the
Company.
(2) The Shares are duly authorized and validly reserved for issuance
pursuant to the Plan and, when: (i) the Registration Statement becomes effective
under the Act; (ii) the Shares are issued in accordance with the terms of the
Plan; (iii) the recipient provides the full consideration for such Shares as
required by the terms of the Plan (assuming in each case the consideration
received by the Company is at least equal to $0.01 per share); and (iv)
certificates representing the Shares have been duly executed and delivered on
behalf of the Company and duly countersigned by the Company's transfer
agent/registrar, the Shares will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
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I do not find it necessary for the purposes of this opinion, and
accordingly I do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. I assume
no obligation to revise or supplement this opinion should the present laws of
the States of Illinois or Delaware or the federal law of the United States be
changed by legislative action, judicial decision or otherwise.
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.
Very truly yours,
/s/ MARK B. TRESNOWSKI
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Mark B. Tresnowski
