FELDHAKE, AUGUST & ROQUEMORE
Attorneys at Law
COSTA MESA OFFICE
Plaza Tower, Suite 1730
600 Anton Boulevard
Costa Mesa, California 92626
Telephone (714) 438-3885
Facsimile (714) 438-3888
SAN DIEGO OFFICE
Koll Center, Suite 750
501 West Broadway
San Diego, California 92101
Telephone (619) 696-6788
Facsimile (619) 696-8685
RESPOND TO COSTA MESA OFFICE
July 10, 2000
AMRO INTERNATIONAL
c/o Utra Finance
Grossmunster Platz 26
Zurich CH 8022
Switzerland
Trinity Capital Advisors, Inc.
211 Sutter St. 2nd Floor
San Francisco, CA 94108
RE: CONVERTIBLE DEBENTURE AND WARRANTS PURCHASE AGREEMENT , DATED AS OF JUNE
30, 2000 (THE "AGREEMENT"), AMONG WORLDWIDE WIRELESS NETWORKS, INC.
(THE "COMPANY"), AMRO INTERNATIONAL AND TRINITY CAPITAL ADVISORS (THE
"INVESTORS").
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 2.1(b)(viii) of the
Agreement. All capitalized terms used, but not otherwise defined, herein shall
have the meanings given to them in the Agreement.
We have acted as counsel for the Company in connection with its entry into
the Agreement; the Registration Rights Agreement between the Investors and the
Company attached thereto as Exhibit B (the "Registration Rights Agreement"); the
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Stock Purchase Warrant attached thereto as Exhibit D (the "Warrant"); and the
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Escrow Agreement between the Investors, the Company and Epstein Becker & Green,
P.C., dated as of even date with the Agreement and attached as Exhibit C
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thereto (the "Escrow Agreement") (including the Release Notice attached to the
Escrow Agreement as Exhibit X), together with the Agreement and the Registration
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Rights Agreement, sometimes referred to herein collectively as the "Transaction
Documents"). In such capacity, we have made such legal and factual examinations
and inquiries as we have deemed advisable or necessary for the purpose of
rendering this opinion. In addition, we have examined, among other things,
originals or copies of such corporate records of the Company, certificates of
public officials and such other documents and questions of law that we consider
necessary or advisable for the purpose of rendering this opinion. In such
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Whitsend Investments Limited
c/o Dr. Batliner & Partner
July 10, 2000
Page 2
examination we have assumed, without independent investigation, the genuineness
of all signatures on original documents, the authenticity and completeness of
all documents submitted to us as originals, the conformity to original documents
of all copies submitted to us as copies thereof, the legal capacity of natural
persons, and the due execution and delivery of all documents (except as to due
execution and delivery by the Company) where due execution and delivery are a
prerequisite to the effectiveness thereof.
With respect to questions of fact material to the opinions expressed below,
we have relied solely upon (a) written and oral statements of officers of the
Company; (b) any files and records currently in the possession of the attorneys
of Feldhake, August & Roquemore; (c) certified corporate documents of the
Company; and (d) certificates of public officials, as to each without
independent inquiry, verification or investigation by us. Where in this opinion
the phrase "to the best of our knowledge", "of which we are aware", "known to
us" or like language is used, it shall mean the actual knowledge of the specific
Feldhake, August & Roquemore attorneys who have represented the Company as
described above, which actual knowledge is derived solely from relying on the
matters set forth in the immediately preceding sentence, without further
investigation or inquiry. All references herein to any Schedule to the
Transaction Agreement shall be deemed to refer to such Schedule as delivered at
the Closing in accordance with the terms of the Transaction Agreement.
For purposes of this opinion, we have assumed that each Investor has all
requisite power and authority, and has taken any and all necessary corporate
action, to execute and deliver the Agreements, and we are assuming that the
representations and warranties made by each Investor in the Agreements and
pursuant thereto are true and correct. Based upon the foregoing and subject to
the assumptions, limitations and exceptions contained herein, we are of the
opinion that:
1. The Company is a corporation duly organized and validly existing under the
laws of the State of Nevada, and has all requisite corporate power and
authority to carry on its business and to own, lease and operate its
properties and assets as described in the Company's SEC Documents. To our
knowledge, the Company does not have any subsidiaries and does not own more
than fifty percent (50%) of the outstanding capital stock of or control any
other business entity other than as disclosed in the SEC Documents.
2. The Company has the requisite corporate power and authority to enter into
and perform its obligations under the Agreements and to issue the Shares.
The execution and delivery of the Agreements by the Company and the
consummation by it of the transactions contemplated thereby have been duly
authorized by all necessary corporate action and no further consent or
authorization of the Company or its Board of Directors or stockholders is
required. Each of the applicable Transaction Documents has been duly
executed and delivered by the Company and each of such Transaction
Documents constitutes the valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable
principles of general application.
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Whitsend Investments Limited
c/o Dr. Batliner & Partner
July 10, 2000
Page 3
3. The execution, delivery and performance of the Agreement and the other
Transaction Dcouments by the Company, and the consummation by the Company
of the transactions contemplated thereby, including, without limitation,
the issuance of the Shares, do not and will not (i) result in a violation
of the Company's Articles of Incorporation or By-Laws; (ii) to our
knowledge, conflict with, or constitute a material default (or an event
that with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, any material agreement, indenture, instrument or any
"lock-up" or similar provision of any underwriting or similar agreement to
which the Company is a party; or (iii) result in a violation of any federal
or state law, rule or regulation applicable to the Company or by which any
property or asset of the Company is bound or affected, except for such
violations as would not, individually or in the aggregate, have a Material
Adverse Effect. To our knowledge, the Company is not in violation of any
terms of its Articles of Incorporation or Bylaws (other than the
requirement to hold its annual meeting of the shareholders on the date
specified therein).
4. Assuming that the Investors are "accredited investors" as defined in Rule
501 of Regulation D, or is otherwise an eligible purchaser under said
Regulation D, Regulation S or some other applicable exemption from the
registration and qualification requirements of the federal and state
securities laws (and, further, assuming the accuracy of the Investors'
representations and warranties contained in the Agreement), the issuance of
the Shares in accordance with the Agreement will be exempt from
registration under the Securities Act of 1933, as amended, and will be in
compliance with the state securities laws of the Company's principal place
of business. When so issued, the Shares will be duly and validly issued,
fully paid and non-assessable against delivery of the purchase price
therefor, and free of any liens, encumbrances and preemptive or similar
rights contained in the Company's Articles of Incorporation or Bylaws or,
to our knowledge, in any agreement to which the Company is party.
5. We have not been engaged to devote substantive attention to any claims,
actions, suits, proceedings or investigations that are pending against the
Company or its properties, or against any officer or director of the
Company in his or her capacity as such. To our knowledge, the Company is
not a party to or subject to the provisions of any order, writ, injunction,
judgment or decree of any court or government agency or instrumentality.
6. The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, $0.001 par value per share, of which approximately
12,158,833 shares are issued and outstanding, and no Preferred Stock. All
of such issued and outstanding shares have been duly authorized and, to our
knowledge, are fully paid and non-assessable. To our further knowledge, no
person has rescission rights with respect to any shares of the Company's
Common Stock.
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Whitsend Investments Limited
c/o Dr. Batliner & Partner
July 10, 2000
Page 4
The opinions set forth in this letter are subject to the following further
qualifications and limitations:
(i) with respect to the binding effect and foreseen enforceability of any
obligation, the opinions set forth in this letter are subject to: (a)
the effect of applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance, arrangement, moratorium, liquidation,
receivership, readjustment of debts or similar laws affecting the
rights of creditors generally as the same may be applied in a
bankruptcy or similar proceeding with respect to the Company; (b) the
effect of general principles of equity, including, without limitation,
laws and judicial decisions which have imposed duties and standards of
conduct (including, without limitation, obligations of good faith,
fair dealing and reasonableness) upon creditors and contracting
parties regardless of whether such principles are considered in a
proceeding in equity or at law or as the same may be applied in a
proceeding to enforce the obligations of the Company; and (c) to the
availability of equitable remedies in a proceeding seeking to enforce
any obligations of or waivers by the Company;
(ii) we express no opinion as to the enforceability of cumulative remedies
to the extent such cumulative remedies would have the effect of
compensating the party entitled to the benefit of such remedies in any
amount in excess of the actual loss suffered by such party;
(iii)requirements set forth in any of the Transaction Documents to the
effect that the provisions thereof may be waived only in writing may
not be valid, binding or enforceable to the extent that an oral
agreement or implied agreement by trade practice or course of conduct
modifying such requirements has been or may be created;
(iv) we express no opinion as to the validity or enforceability of any
provisions of the Transaction Documents which may impose an obligation
to pay attorneys' fees in the event of any claimed breach or default
in performance thereunder or in the event of claims of legal action in
connection therewith;
(v) we express no opinion as to the enforceability of any provision of any
Transaction Document to the extent that such provision is found by any
court to constitute usury, nor as to the impact of the laws of
community property as in effect in the State of California upon any
Transaction Document.
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Whitsend Investments Limited
c/o Dr. Batliner & Partner
July 10, 2000
Page 5
(vi) all of the opinions contained herein are qualified in their entirety
by any item set forth in the disclosure schedules to any Transaction
Document, as well as to all SEC Documents, to the extent that such
schedules or SEC Documents expressly identify exceptions to the
representations and warranties of the Company which are the basis of
the opinions set forth herein.
Our opinions expressed herein are limited to the laws of the State of
California and the federal laws of the United States, and we express no opinion
with respect to the laws of any other jurisdiction or the rules of conflicts of
laws applied by any jurisdiction.
This opinion is being delivered solely for the benefit of the Investors in
connection with the transactions contemplated by the Transaction Agreement and
the other Transaction Documents, may not be relied upon for any other purpose,
and is not to be quoted in whole or in part or otherwise referred to in any
financial statement, public release, or any other document nor is it to be filed
with any governmental agency or any other person, without the prior written
consent of this Firm, unless required by law. This opinion may not be relied
upon by any other person except the designated recipient hereof. This opinion
is being rendered to such person as of the date hereof only, and we assume no
obligation to advise any person of any changes that may hereafter be brought to
our attention, whether or not such changes may affect the accuracy of any
opinion stated herein.
Very truly yours,
Feldhake, August & Roquemore
/s/ Kenneth S. August
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Kenneth S. August, Esq.
