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EXHIBIT 5
[LETTERHEAD OF Z-TEL TECHNOLOGIES, INC.]
July 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I am the General Counsel of Z-Tel Technologies, Inc., a Delaware corporation
(the "Company"). This opinion is given to you in connection with the filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to 8,250,000
shares of the common stock, par value $0.01 per share (the "Common Shares"), of
the Company issuable pursuant to The 1998 Equity Participation Plan of Z-Tel
Technologies, Inc. (the "Plan").
I have examined or caused to be examined originals or copies, certified or
otherwise identified to my satisfaction, of such corporate and other records,
certificates, documents, and other papers, and have made or caused to be made
such examination of law, as I deemed necessary for the purposes of this opinion.
Based on such examination, it is my opinion that the Common Shares being
registered, when issued and paid for in accordance with the provisions of the
Plan, will be legally issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Jeffrey H. Kupor
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Jeffrey H. Kupor
General Counsel
