January 18, 2001
LETTERHEAD OF FISCHBEIN.BADILLO.WAGNER.HARDING
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Educational Video Conferencing, Inc.
Registration Statement on Form S-3
TO REGISTER 1,962,891 SHARES OF COMMON STOCK
Ladies and Gentlemen:
As counsel to Educational Video Conferencing, Inc., a Delaware
corporation ("EVCI"), we have been requested to render this opinion for filing
as Exhibit 5.1 to EVCI's Registration Statement on Form S-3 (the "Registration
Statement"). Each term used herein shall have the meaning specified in the
Registration Statement unless otherwise defined herein.
The Registration Statement covers 1,962,891 shares of EVCI's common
stock, in an offering to register the resale of shares by selling stockholders.
The 1,962,891 shares include 1,772,891 shares that are purchasable from EVCI
upon conversion of EVCI's Series B 7 % Convertible Preferred Stock and upon the
exercise of warrants (the "Unissued Shares").
We have examined the originals or photocopies or certified copies of
such records of EVCI and other documents as we have deemed necessary or
appropriate for the purpose of this opinion. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as certified copies or photocopies and the authenticity of the
originals of such latter documents.
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Securities and Exchange Commission
January 18, 2001
Page 2
Based on the foregoing, we are of the opinion that the Unissued Shares
will be, when issued and paid for, legally and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Fischbein Badillo Wagner Harding
