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EXHIBIT 5.1
[LETTERHEAD OF GLAST, PHILLIPS & MURRAY
June 27, 2000
WorldQuest Networks, Inc.
16990 Dallas Parkway
Suite 220
Dallas, Texas 75248
Re: Form S-8 Registration Statement relating to the registration of
500,000 shares of common stock, $.01 par value, of WorldQuest
Networks, Inc. pursuant to the Amended 1997 Stock Option Plan
Gentlemen:
We are acting as counsel for WorldQuest Networks, Inc., a Delaware
corporation (the "Company"), in connection with the filing under the Securities
Act of 1933, as amended, of a Registration Statement for the Company on Form S-8
filed with the Securities and Exchange Commission ("SEC") (the "Registration
Statement"), covering an aggregate of 500,000 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock"), of the Company which will
be issued pursuant to the Amended 1997 Stock Option Plan
In that connection, we have examined the Form S-8 Registration Statement in
the form to be filed with the SEC. We have also examined and are familiar with
the originals or authenticated copies of all corporate or other documents,
records and instruments that we have deemed necessary or appropriate to enable
us to render the opinion expressed below.
We have assumed that all signatures on all documents presented to us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof, that all information submitted to us was
accurate and complete and that all persons executing and delivering originals or
copies of documents examined by us were competent to execute and deliver such
documents. In addition, we have assumed that the Shares will not be issued for
consideration equal to less than the par value thereof and that the form of
consideration to be received by the Company for the Shares will be lawful
consideration under the Delaware General Corporation Law.
Based on the foregoing and having due regard for the legal considerations
we deem relevant, we are of the opinion that the Shares, or any portion thereof,
when issued as described in the Registration Statement, will be validly issued
by the Company, fully paid and nonassessable.
This opinion is limited in all respects to the laws of the United States of
America and the Delaware General Corporation Law.
This opinion may be filed as an exhibit to the Registration Statement.
Sincerely,
/s/ Glast, Phillips & Murray, P.C.
GLAST, PHILLIPS & MURRAY, P.C.
