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Exhibit 5.1
[Letterhead of Brand Farrar & Buxbaum LLP]
September 13, 2000
Voice Mobility International, Inc.
#180 - 13777 Commerce Parkway,
Richmond, British Columbia,
Canada V6V 2X3
Re: VOICE MOBILITY INTERNATIONAL, INC.
1999 Stock Option Plan
10,000,000 Shares of Common Stock, $0.001 Par Value
Ladies and Gentlemen:
We have acted as special counsel to Voice Mobility International,
Inc. (the "Registrant") in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") for the
registration under the Securities Act of 1933, as amended, of 5,000,000
shares (in addition to the 5,000,000 shares previously registered by the
Registrant) of the Registrant's Common Stock, $.001 par value (the "Shares"),
to be issued upon the exercise of options granted under the Voice Mobility
International, Inc. 1999 Stock Option Plan, as amended (the "Plan").
In rendering our opinion, we have examined, and are familiar with,
and have relied as to factual matters solely upon, originals or copies
certified, or otherwise identified to our satisfaction, of such documents,
corporate records or other instruments as we have deemed necessary or
appropriate for the purposes of the opinion set forth herein, including
without limitation:
1. The Certificate of Incorporation of the Registrant, as amended to
date.
2. The Bylaws of the Registrant, as amended to date.
3. A confirmation by the Secretary of the State of Nevada as to the
good standing of the Registrant in that state.
4. A Certificate of the Secretary of the Registrant relating to
resolutions duly adopted by the Board of Directors of the Registrant regarding
the Plan.
5. A copy of the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Registrant and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that
the Shares are duly authorized and, when issued and delivered pursuant to the
terms of the Plan and the terms of any agreement relating to any of the
options granted thereunder, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Brand Farrar & Buxbaum LLP
BRAND FARRAR & BUXBAUM LLP
