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EXHIBIT 5.1
[Letterhead of Smith, Gambrell & Russell, LLP]
August 9, 2000
Board of Directors
o2wireless Solutions, Inc.
440 Interstate Parkway North
Atlanta, Georgia 30339
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This firm has acted as counsel to o2wireless Solutions, Inc., a
Georgia corporation (the "Company"), in connection with its registration,
pursuant to the Company's registration statement on Form S-1, File No.
333-36678 (as amended, the "Registration Statement"), of up to 7,015,000 shares
of the Company's common stock, $0.0001 par value per share (the "Shares"), of
which 5,798,623 shares are to be issued and sold by the Company, 301,377 shares
are to be offered for sale by the holders thereof disclosed in the "Principal
and Selling Shareholders" section of the Registration Statement (the "Selling
Shareholders") and up to 915,000 shares may be offered and sold by certain of
the Selling Shareholders upon exercise of an underwriters' over-allotment
option described in the Registration Statement (collectively, the "Offering").
This opinion letter is furnished to you at your request to enable you to
fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section
229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. A copy of the Registration Statement.
2. The Amended and Restated Articles of Incorporation of the
Company, as currently in effect, and the Second Amended and
Restated Articles of Incorporation of the Company to be
effective prior to, and as a condition of, the closing of the
Offering.
3. The Bylaws of the Company, as currently in effect, and the
Amended and Restated Bylaws of the Company to be effective
prior to, and as a condition of, the closing of the offering.
4. The terms of options, warrants or rights held by Selling
Shareholders covering Shares to be sold by such Selling
Shareholders in the Offering, and resolutions of the Board of
Directors of the Company authorizing such options, warrants
or rights and the issuance of Shares pursuant thereto.
5. Minutes and/or resolutions of the Board of Directors of the
Company certified by the Secretary of the Company as then
being complete, accurate and then in effect.
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Board of Directors
o2wireless Solutions, Inc.
August 9, 2000
Page 2
6. Such other documents or instruments as we have deemed
necessary to the opinions expressed herein.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. We have also assumed
the accuracy, completeness and authenticity of certifications of public
officials, governmental agencies and departments, and corporate officials which
we have examined. This opinion letter is given, and all statements herein are
made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
Georgia Business Corporation Code. We express no opinion herein as to any other
laws, statutes, regulations or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Shares have been legally authorized and, when issued and sold
in the Offering in accordance with the terms described in the Registration
Statement, will be legally issued, fully paid and non-assessable.
This opinion letter has been prepared solely for your use in connection
with the filing of the Registration Statement and, except as set forth in the
following paragraph, is not to be quoted in whole or in part or otherwise be
referred to, or filed with or furnished to any governmental agency or other
person or entity, without the prior written consent of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rule and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
SMITH, GAMBRELL & RUSSELL, LLP
By: /s/ Terry F. Schwartz
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Terry F. Schwartz
