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OPINION OF NICHOLAS V. MOROSOFF
Exhibit 5.1
November 8, 2000
JFAX.COM, INC.
6922 Hollywood Boulevard
Hollywood, California 90028
Ladies and Gentlemen:
I have acted as General Counsel to the Company in connection with the
registration of 1,158,770 shares of the Company's par value US $0.01 per share
(the "Shares") under the Securities Act of 1933, as amended ("Securities Act"),
as described in the registration statement on Form S-3 (the "Registration
Statement") filed with the United States Securities and Exchange Commission (the
"Securities and Exchange Commission") on or about the date hereof.
For the purposes of giving this opinion, I have examined the following
documents:
(1) a copy of the final form of the Registration Statement as provided to
me by the Company on November 8, 2000;
(2) a copy of a unanimous written consent of directors of the Company
dated January 21, 2000 setting forth resolutions approving, inter
alia, the acquisition by the Company of the outstanding stock of the
SureTalk.com, Inc.; and
(3) a copy of a unanimous written consent of directors of the Company
dated June 30, 1998 setting forth resolutions approving, inter alia,
the issuance by the Company of certain warrants to certain investors.
I have also examined and relied as to factual matters upon the originals, or
copies, certified or otherwise identified to my satisfaction, of the Certificate
of Incorporation and By-laws of the Company, certificates of public officials,
certificates of officers of the Company, certain agreements to which the Company
is a party and such other records, documents, certificates and instruments, and
have made such other investigations, as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below.
I have assumed that (i) the resolutions in writing referred to herein are
full and accurate records of resolutions passed in accordance with the by-laws
of the Company and that such resolutions have not been amended or rescinded and
are in full force and effect, (ii) there is no provision of the law of any
jurisdiction, other than Delaware, which would have any implication in relation
to the opinion expressed herein, (iii) the Shares fall within the existing
authorized share capital of the Company, and (iv) no resolution has been passed
by the shareholders of the Company to limit or otherwise fetter the powers
granted to the directors of the Company by the by-laws of the Company to issue
any unissued shares of the Company on such terms and conditions as they may
determine.
I am licensed to practice law only in the States of New York and
California. However, I have not in connection with this opinion made an
investigation of the laws of any jurisdiction except the General Corporation Law
of the State of Delaware, and nothing in this opinion should be or shall be
construed otherwise.
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This opinion is limited solely to the laws of the General Corporation Law of the
State of Delaware. Subject as mentioned below, this opinion is issued solely for
your benefit and is not to be relied upon by any other person, firm or entity or
in respect of any other matter.
On the basis of and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized, issued, fully paid and are non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Nicholas V. Morosoff
______________________________
Nicholas V. Morosoff
General Counsel
JFAX.COM, Inc.
