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BAER MARKS & UPHAM LLP
805 THIRD AVENUE
NEW YORK, NY 10022-7513
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(212) 702-5700
WRITER'S DIRECT DIAL NUMBER TELECOPIER:
(212) 702- (212) 702-5941
June 15, 2000
9278 Communications, Inc.
1942 Williamsbridge Road
Bronx, New York 10461
Re: Registration Statement on Form SB-2 under the Securities Act of 1933
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Dear Ladies and Gentlemen:
In our capacity as counsel to 9278 Communications, Inc., a Delaware
corporation (the "Company"), we have been asked to render this opinion in
connection with a registration statement on Form SB-2, being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), covering an aggregate of 3,528,372 shares of common stock, $.001
par value per share (the "Shares"), which have been included in the Registration
Statement for the account of certain persons identified in the Registration
Statement as selling stockholders (the "Selling Stockholders").
The Shares represent (i) issued and outstanding shares of common stock of
the Company (the "Outstanding Shares"), and (ii) shares of common stock which
are issuable upon conversion of shares of the Company's series B convertible
preferred stock (the "Conversion Shares"), held by certain of the Selling
Stockholders by the Company.
In that connection, we have examined the Certificate of Incorporation and
the Bylaws of the Company, both as amended to date, the Registration Statement,
corporate proceedings of the Company relating to the issuance of shares of
series B convertible preferred stock and such other instruments and documents as
we have deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by the Company include all corporate proceedings taken
by the Company to date in connection with the
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BAER MARKS & UPHAM LLP
June 15, 2000
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issuance of the Outstanding Shares, the series B convertible preferred stock and
the Conversion Shares.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware;
2. The Outstanding Shares have been duly issued, are fully paid and
non-assessable; and
3. The Conversion Shares, when duly issued upon conversion of shares of the
Company's Series B convertible preferred stock, will be duly and validly
authorized and fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ Baer Marks & Upham LLP
