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EXHIBIT 5.1
[LETTERHEAD OF WYATT, TARRANT & COMBS]
September 25, 2000
Board of Directors
High Speed Access Corp.
10901 West Toller Drive
Littleton, Colorado 80127
Re: 4,679,500 Shares of the Common Stock, $.01 Par Value Per Share
of High Speed Access Corp., a Delaware corporation (the
"Company")
Gentlemen:
We have acted as counsel to the Company in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933 (as amended) (the "Act"), to register up to but no more
than 4,679,500 additional shares of the Company's Common Stock, $.01 par value
per share, ("Common Stock") to be issued by the Company pursuant to the High
Speed Access Corp. 1999 Stock Option Plan (the "Plan").
For purposes of rendering the opinion expressed herein, we
have examined and are familiar with the Company, its organization and
proceedings related thereto. We have also examined such other documents and
procedures as we have considered necessary for the purpose of this opinion. We
have relied upon certificates of public officials and representations of
officials of the Company, and have assumed that all documents examined by us as
originals are authentic, that all documents submitted to us as photocopies are
exact duplicates of original documents, and that all signatures on all documents
are genuine.
We have assumed for purposes of this opinion that, to the
extent options are granted under the Plan, the shares of Common Stock will be
validly authorized on the respective dates of exercise of any options under the
Plan, and that on the dates of exercise the options will have been duly executed
and delivered and will constitute the legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their respective
terms.
Based upon and subject to the foregoing and subsequent
assumptions, qualifications and exceptions, we are of the opinion that the
shares of Common Stock to be issued by the Company pursuant to the Plan will be
duly authorized and, when issued and sold by the Company in accordance with the
Registration Statement, the prospectus delivered to participants in the Plan
pursuant to the requirements of the Act, the pertinent provisions of any
applicable state securities laws, and the Plan, such shares of Common Stock will
be duly and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the United
States and the General Corporation Law of the State of Delaware and we express
no opinion with respect to the laws of any other state or jurisdiction. Although
we are not licensed to practice law in the State of Delaware, we believe we are
sufficiently familiar with the General Corporation Law of the State of Delaware
to render the opinions expressed herein.
Our opinion is directed to the Board of Directors of the
Company and may not be relied upon by an persons other than said directors,
recipients of the prospectus and participants in the Plan. We expressly disclaim
any responsibility for advising you of any change hereafter occurring in
circumstances touching or
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Board of Directors
High Speed Access Corp.
September 25, 2000
Page 2
concerning the transaction which is the subject of this opinion, including any
changes in the law or in factual matters occurring subsequent to the date of
this opinion.
We hereby consent to the filing of this opinion, or copies
thereof, as an Exhibit to the Registration Statement. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Yours very truly,
/s/ WYATT, TARRANT & COMBS
