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EXHIBIT 5
October 26, 2000
PentaStar Communications, Inc.
Board of Directors
1660 Wynkoop Street, Suite 1010
Denver, Colorado 80202
Gentlemen:
We have acted as special counsel for PentaStar Communications, Inc. (the
"Company") in connection with the preparation, execution and filing of a
Registration Statement under the Securities Act of 1933, as amended, on Form S-8
relating to the registration of 1,500,000 shares of common stock, $.0001 par
value per share of the Company (the "Common Stock"), which may be issued
pursuant to the PentaStar Communications, Inc. Stock Option Plan (the "Plan").
In connection with the opinion expressed below, we have made such factual
inquiries and have examined or caused to be examined such questions of law as we
have considered necessary or appropriate for the purpose of such opinion. On the
basis of such inquiries or examinations, it is our opinion that any newly issued
shares of Common Stock issued by the Company in accordance with the terms of the
Plan, will be duly authorized, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the Rules
of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Sherman & Howard L.L.C.
