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EXHIBIT 5
[Golden Telecom, Inc., Letterhead]
July 17, 2000
Golden Telecom, Inc.
12 Trubnaya Ulitsa
Moscow, Russia 103045
Ladies and Gentlemen:
I have acted as General Counsel for Golden Telecom, Inc., a
Delaware corporation ("GTI"), and have advised GTI in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of the Registration Statement on Form S-8
(the "Registration Statement") of GTI with respect to 4,023,551 shares (the
"Shares") of common stock, par value $0.01 per share of GTI ("Common Stock").
The shares will be issued from time to time by GTI in connection with GTI's
Equity Participation Plan.
In that capacity, I have reviewed the Registration Statement
and originals, or copies certified or otherwise identified to my satisfaction,
of other documents, corporate records, certificates and other instruments as I
have deemed necessary or appropriate for purposes of this opinion. In such
examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as copies.
Based on the foregoing, I am of the opinion that the Shares,
when issued, will be duly authorized, validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Jeffrey A. Riddell
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General Counsel
