December 21, 2000
Fusion Networks Holdings, Inc.
8115 N.W. 29th Street
Miami, Florida 33122
Re: Form S-3 Registration Statement
Gentlemen:
You have requested that we furnish you our legal opinion with respect to
the legality of the following described securities of Fusion Networks Holdings,
Inc. (the "Company") covered by a Form S-3 Registration Statement, as amended
through the date hereof (the "Registration Statement"), filed with the
Securities and Exchange Commission for the purpose of registering such
securities under the Securities Act of 1933:
1. Up to 8,782,432 shares of common stock, $.00001 par value (the
"Shares"), which may be offered by certain Selling Shareholders named
in the Registration Statement and held or issuable upon conversion or
exercise of, or otherwise with respect to, 6% Secured Convertible
Debentures (the "Debenture") and $1.50 Warrants (collectively, the
"Warrants").
In connection with this opinion, we have examined the corporate records of
the Company, including the Company's Articles of Incorporation, Bylaws, and the
Minutes of its Board of Directors and Shareholders meetings, the Debentures, the
Warrants, the Registration Statement, and such other documents and records as we
deemed relevant in order to render this opinion.
Based on the foregoing, it is our opinion that, after the Registration
Statement becomes effective and the Shares have been issued and delivered as
described therein, the Shares will be validly issued, fully paid and
non-assessable.
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Fusion Networks Holdings, Inc.
December 21, 2000
Page 2
We hereby consent to the filing of this opinion with Securities and Exchange
Commission as an exhibit to the Registration Statement and further consent to
statements made therein regarding our firm and use of our name under the heading
"Legal Matters" in the Prospectus constituting a part of such Registration
Statement.
Sincerely,
VANDERKAM & SANDERS
/s/ Vanderkam & Sanders
