Buchanan Ingersoll Professional Corporation
(Incorporated in Pennsylvania)
650 College Road East
Princeton, New Jersey 08540
October 10, 2000
GoAmerica, Inc.
401 Hackensack Avenue
Hackensack, New Jersey 07601
Ladies and Gentlemen:
We have acted as counsel to GoAmerica, Inc., a Delaware corporation (the
"Company"), in connection with the filing by the Company of a registration
statement on Form S-8 (the "Registration Statement"), under the Securities Act
of 1933, as amended, relating to the registration of an aggregate of 10,678,000
shares (the "Shares") of the Company's Common Stock, $0.01 par value, of which:
(i) 1,878,000 are issued or issuable pursuant to options previously granted by
the Company to its employees, officers, directors and consultants under the
GoAmerica Communications Corp. 1999 Stock Option Plan; (ii) 4,800,000 are issued
or issuable pursuant to options granted or to be granted by the Company to its
employees, officers, directors and consultants under the GoAmerica, Inc. 1999
Stock Plan; and (iii) 4,000,000 are issuable pursuant to stock purchase rights
under the Company's Employee Stock Purchase Plan. The GoAmerica Communications
Corp. 1999 Stock Option Plan, the GoAmerica, Inc. 1999 Stock Plan and the
GoAmerica, Inc. Employee Stock Purchase Plan are referred to collectively herein
as the "Plans."
In connection with the Registration Statement, we have examined such
corporate records and documents, other documents and such questions of law as we
have deemed necessary or appropriate for purposes of this opinion. On the basis
of such examination, it is our opinion that:
1) The issuance of the Shares has been duly and validly authorized; and
2) The Shares underlying the Plans, when issued, delivered and sold in
accordance with the terms of the respective Plans and the stock
options, stock purchase rights or other instruments authorized by
such Plans, granted or to be granted thereunder, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ William J. Thomas
---------------------------------
William J. Thomas
A Member of the Firm
