Exhibit 5.1
[LOGO]
Clinton Square
Post Office Box 1051
Rochester, New York 14603-1051
Fax: (716) 263-1600
Direct Dial: (716) 263-1000
September 29, 2000
Choice One Communications, Inc.
100 Chestnut Street
Suite 700
Rochester, New York 14607-2417
Ladies and Gentlemen:
We have acted as counsel to Choice One Communications, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company on September
29, 2000 with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), for the purpose of
registering with the Commission the issuance and sale of 531,896 shares of the
Common Stock of the Company, par value $.01 per share (the "Common Stock"),
pursuant to the Company's 1999 Director Stock Incentive Plan (the "Plan").
This opinion is being delivered to you in connection with the
Registration Statement.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of all such records of the Company and all such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company, and such other documents, certificates and
corporate or other records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein, including (i) the Amended and Restated
Certificate of Incorporation of the Company, (ii) the By-Laws of the Company, as
amended to the date hereof, and (iii) the Plan.
As to questions of fact material to our opinions expressed herein, we
have, when relevant facts were not independently established, relied upon
certificates of, and information received from, the Company and/or
representatives of the Company. We have made no independent investigation of the
facts stated in such certificates or as to any information received from the
Company and/or representatives of the Company and do not opine as to the
accuracy of such factual matters. We also have relied, without investigation,
upon certificates and other documents from, and conversations with, public
officials.
Members of our firm involved in the preparation of this opinion are
licensed to practice law in the State of New York and we do not purport to be
experts on, or to express any opinion
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September 29, 2000
Page 2
herein concerning, the laws of any jurisdiction other than the laws of the State
of New York and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, and the other qualifications
and limitations contained herein, and after (a) the above-referenced
Registration Statement has become effective under the Act and assuming that such
effectiveness remains in effect throughout the period during which shares of
Common Stock are offered and sold pursuant to the Plan, (b) the shares of Common
Stock to be offered and sold pursuant to the Plan have, if required, been duly
qualified or registered, as the case may be, for sale under applicable
securities laws and all applicable securities laws are complied with, (c) all
necessary action by the Board of Directors or Compensation Committee of the
Board of Directors of the Company shall have been taken to duly authorize the
offer, issuance and sale of Common Stock to be offered and sold pursuant to the
Plan, and (d) the shares of Common Stock to be offered and sold pursuant to the
Plan have been delivered pursuant to and in accordance with the terms of the
Plan and related agreements and instruments, we are of the opinion that the
531,896 shares of Common Stock available under the Plan will, when issued, be
duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
This opinion is intended solely for your benefit in connection with the
transactions described above and, except as provided in the immediately
preceding paragraph, may not be otherwise communicated to, reproduced, filed
publicly or relied upon by, any other person or entity for any other purpose
without our express prior written consent. This opinion is limited to the
matters stated herein, and no opinion or belief is implied or may be inferred
beyond the matters expressly stated herein. The opinions expressed herein are
rendered as of the date hereof, and we disclaim any undertaking to advise you of
changes in law or fact which may affect the continued correctness of any of our
opinions as of a later date.
Very truly yours,
/s/Nixon Peabody LLP
