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EXHIBIT 5.1
January 17, 2001
Network Access Solutions Corporation
13650 Dulles Technology Drive
Herndon, Virginia 20171
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Network Access Solutions
Corporation, a Delaware corporation (the "Company"), in
connection with the registration on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement") of (i)
2,000,000 shares of the Company's Common Stock, par value $.001
per share (the "Common Stock"), issuable pursuant to the exercise
of stock options or other awards granted under the Company's 1998
Stock Incentive Plan (the "Plan Shares"), and (ii) 500,000 shares
of the Company's Common Stock, par value $.001 per share,
issuable pursuant to the exercise of stock options granted under
the Company's 2000 Employee Stock Purchase Plan (the "Purchase
Shares" and together with the Plan Shares, the "Shares").
For the purposes of this opinion, we have examined copies of
the following documents:
(i) the Registration Statement;
(ii) the Restated Certificate of Incorporation of the
Company, as amended, as filed with the Secretary of
State of the State of Delaware on May 7, 1999, as
certified by the Secretary of State of the State of
Delaware on January 16, 2001 (the "Restated
Certificate");
(iii) the Amended and Restated By-Laws of the Company, as
certified to us on January 17, 2001 by the Company's
Secretary as being in effect on such date (the "By-
Laws");
(iv) resolutions of the Board of Directors of the Company
adopted by unanimous written consent on March 15,
2000;
(v) the Company's 1998 Stock Incentive Plan, as amended
through June 6, 2000;
(vi) the Company's 2000 Employee Stock Purchase Plan; and
(vii) such other documents, corporate records, certificates
of public officials and other instruments as we have
deemed necessary for the purposes of rendering this
opinion.
In our examination of the aforesaid documents, we have
assumed the legal capacity of all natural persons, the
genuineness of all signatures, the completeness and authenticity
of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as
certified, telecopied, photostatic or reproduced copies.
In connection with the opinions expressed below, we have
assumed that, at and prior to the time of the issuance of Shares
pursuant to the Registration Statement, (i) the Resolutions of
the Board of Directors authorizing the issuance of the Shares
have not have been amended, modified or rescinded, (ii) neither
the 1998 Stock Incentive Plan, as amended through June 6, 2000,
nor the 2000 Employee Stock Purchase Plan, as approved by the
Company's Board of Directors on March 15, 2000 and the Company's
stockholders on June 6, 2000, has subsequently been amended,
restated or supplemented, (iii) the Registration Statement has
been declared effective and no stop order suspending the
effectiveness of the Registration Statement has been issued and
no proceedings with respect thereto have been commenced or
threatened, and (iv) there has not occurred any change in law
materially adversely affecting the power of the Company to issue
or deliver the Shares or the validity of the Shares. We have
also assumed that the issuance or delivery of Shares will not at
the time of issuance or delivery violate or conflict with (1) the
Restated Certificate, as then amended, restated or supplemented,
the By-laws, as then amended, restated or supplemented, of the
Company, or either the 1998 Stock Incentive Plan or the 2000
Employee Stock Purchase Plan as then amended, restated or
supplemented, (2) any provision of any license, indenture,
instrument, mortgage, contract, document or agreement to which
the Company is a party or by which the Company is then bound, or
(3) any law or regulation or any decree, judgment or order
applicable to the Company. We have further assumed that the
number of Shares to be offered and delivered pursuant to the
Registration Statement will not at the time of such offering and
delivery exceed the amount of such class of capital shares
authorized in the Restated Certificate, as then amended, restated
or supplemented, and unissued at such time.
Based upon, subject to and limited by the foregoing, we are
of the opinion that the Shares of Common Stock to be offered by
the Company pursuant to the Registration Statement have been duly
authorized for issuance by the Company and, upon issuance and
delivery in accordance with the terms of the 1998 Stock Incentive
Plan, as to the Plan Shares, or 2000 Employee Stock Purchase
Plan, as to the Purchase Shares, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the references to
our firm under the caption "Validity of the Shares" in the
prospectus that constitutes a part of the Registration Statement.
Very truly yours,
/s/ SHAW PITTMAN
SHAW PITTMAN
