[LETTERHEAD OF BRANDEN T. BURNINGHAM]
September 1, 2000
MegaMedia Networks, Inc.
57 West Pine Street
Orlando, Florida 32801
Re: MegaMedia Networks, Inc., a Delaware corporation (the "Company")
Ladies and Gentlemen:
I refer to the Company's Registration Statement on Form SB-2 under the
Securities Act of 1933, as amended (the "Registration Statement"), which will be
filed with the Securities and Exchange Commission. The Registration Statement
relates to the registration of approximately 5,793,930 shares of the Company's
one cent ($0.01) par value common stock (the "Common Stock"), to be offered and
sold by the holders thereof (the "Selling Stockholders").
Assumptions
In rendering the opinion expressed below, I have assumed, with your
permission and without independent verification or investigation:
1. That all signatures on documents I have examined in connection herewith
are genuine and that all items submitted to me as original are authentic and all
items submitted to me as copies conform with originals;
2. Except for the documents stated herein, there are no documents or
agreements between the Company and/or any third parties which would expand or
otherwise modify the respective rights and obligations of the parties as set
forth in the documents referred to herein or which would have an effect on the
opinion;
3. That each of the documents referred to constitutes the legal, valid and
binding obligation of the party executing the same; and
4. That as to all factual matters, each of the representations and
warranties contained in the documents referred to herein is true, accurate and
complete in all material respects, and the opinion expressed herein is given in
reliance thereon.
I have examined the following documents in connection with this matter:
1. Certificate of Incorporation of the Company, as amended;
2. Bylaws of the Company;
3. The Registration Statement; and
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4. Unanimous Consents of the Board of Directors of the Company.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Based upon my examination mentioned above, and relying on the
statements of fact contained in the documents that I have examined, I am of
the opinion that the Common Stock, when sold, will be legally issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and the reference to me in the Prospectus under the
caption "Legal Opinions."
Sincerely yours,
/s/ Branden T. Burningham
Branden T. Burningham
