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EXHIBIT 5.1
June 30, 2000
MDU Communications International, Inc.
108-11951 Hammersmith Way
Richmond, B.C.
Canada, V7A 5H9
Re: Registration Statement on Form SB-2
Registration No. 33-35820
In connection with the Amendment No. 1 to Registration Statement on Form SB-2
(Registration No. 33-35820), filed on June 30, 2000 by MDU Communications
International, Inc. (the "Company") with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 (the "Act"), you have
requested us to furnish our opinion as to the legality of the 11,155,014
shares of the Company's common stock (the "Shares") which are either
currently outstanding or are issuable upon conversion of the Company's Series
A Convertible Preferred Stock or upon exercise of certain warrants and
options to purchase shares of the Company's common stock.
We have examined certain of the Company's corporate records and such other
documents, corporate records and other instruments as we have deemed
necessary for the purposes of this opinion. In rendering our opinion, we
have assumed the genuineness of all signatures on original or certified
copies, the authenticity of documents, certificates and records submitted to
us as originals, the conformity to original or certified copies of all copies
submitted to us as certified or reproduction copies, the legal capacity of
all natural persons executing documents, certificates and records, and the
completeness and accuracy as of the date of this opinion letter of the
information contained in such documents, certificates and records.
Based upon the foregoing, it is our opinion that:
a) the Company is a corporation duly organized and validly existing
under the laws of the State of Delaware;
b) those Shares that are already issued and outstanding were duly
authorized, legally issued, fully paid, and nonassessable; and
c) those Shares that are issuable upon conversion of the Company's
Series A Convertible Preferred Stock and upon exercise of the
above-referenced warrants and options have been duly authorized,
and, when issued and sold in accordance with their respective
governing instruments, will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Amendment No. 1 to Registration Statement.
Very truly yours,
/s/ Davis Wright Tremaine LLP
