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EXHIBIT 5.1
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EXHIBIT 5.1
[FIRSTWORLD LOGO APPEARS HERE]
JEFFREY L. DYKES
Senior Vice President,
General Counsel
and Secretary
July 10, 2000
FirstWorld Communications, Inc.
8390 E. Crescent Parkway, Suite 300
Greenwood Village, Colorado 80111
Re: Registration Statement on Form S-8 (the "Registration Statement")
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of FirstWorld
Communications, Inc., a Delaware corporation (the "Company"). This letter is in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of the offering and sale of up to 1,000,000 shares of the Company's
Series B Common Stock, par value $.0001 per share (the "Shares"), which Shares
are issuable pursuant to the provisions of the Company's 1999 Employee Stock
Purchase Plan (the "Plan"). A Registration Statement on Form S-8 covering the
offering and sale of the Shares (the "Registration Statement") is expected to be
filed with the Securities and Exchange Commission on or about the date hereof.
In reaching the conclusions expressed in this opinion, I have examined and
relied upon such documents, corporate records, and other instruments, including
certificates of public officials and certificates of officers of the Company,
and made such further investigation and inquiry as I have deemed necessary to
reach the opinions expressed herein. In making the foregoing examinations, I
have assumed the genuineness of all signatures on original documents, the
authenticity, accuracy, and completeness of all documents submitted to me as
originals, and the conformity to original documents of all copies submitted.
Based solely upon the foregoing, subject to the comments and exceptions
hereinafter stated, it is my opinion that the Shares, when issued by the Company
in accordance with the terms of the Plan for consideration having a value not
less than the par value thereof, will be validly and legally issued, fully paid,
and nonassessable.
I am admitted to practice in the State of Colorado and am not admitted to
practice in the State of Delaware. However, for the limited purposes of my
opinion set forth above, I am generally familiar with the General Corporation
Law of the State of Delaware (the "DGCL") as presently in effect and have made
such inquiries as I consider necessary to render this opinion with respect to a
Delaware corporation. This opinion letter is limited to the laws of the State
of Colorado, federal law and the DGCL, as such laws presently exist and to the
facts as they presently exist. I express no opinion with respect to the effect
or applicability of the laws of any other jurisdiction. I assume no obligation
to revise or supplement this opinion letter should the laws of such
jurisdictions be changed after the date hereof by legislative action, judicial
decision or otherwise.
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I hereby consent to the use of this opinion as an Exhibit to the Registration
Statement. In giving this consent, I do not admit that I come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
FIRSTWORLD COMMUNICATIONS, INC.
/s/ Jeffrey L. Dykes
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Jeffrey L. Dykes
Senior Vice President, Corporate Secretary
and General Counsel
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