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EXHIBIT 5
[ARTER & HADDEN LLP Letterhead]
August 21, 2000
Board of Directors Wentworth LLC
eSat, Inc. Corporate Center
10 University City Plaza West Bay Road
Suite 1130 Grand Cayman
Universal City, CA 91608
Re: Validly issued, fully paid and non-assessable Common Stock of eSat, Inc.
Ladies and Gentlemen:
We have acted as counsel to eSat, Inc. (the "Company") in connection
with the sale by certain Selling Shareholders of up to 28,036,389 shares (the
"Shares") of the Common Stock, par value $.001 per share, of the Company in a
public offering being registered under the Securities Act of 1933 in a
registration statement on Form S-1 (the "Registration Statement"). In that
capacity, we are familiar with the proceedings, corporate and other, relating to
the authorization and issuance of the Shares.
Based on the foregoing, and such other examination of law and fact as we
have deemed necessary, we are of the opinion that the Shares offered by the
Selling Shareholders (as defined in the Registration Statement) will be validly
issued, fully paid and non-assessable when issued to them.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus, which is a part of the Registration Statement.
Sincerely,
Arter & Hadden LLP
/s/ Arter & Hadden LLP
