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[LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP]
Exhibit 5
November 6, 2000
Hugo International Telecom, Inc.
6 Waterside Drive
Langley Business Park, Langley Slough
Berkshire SL3 6EZ England
Gentlemen:
As counsel for Hugo International Telecom, Inc., a Delaware corporation
(the "Company"), we are familiar with the Company's Registration Statement on
Form SB-2 (File No. 333-43642), first filed with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended, (the "Act")
on August 11, 2000, as amended and supplemented (the "Registration Statement"),
which relates to the offering of 9,626,480 shares of the Company's Common Stock,
par value $0.0001 per share (the "Shares").
In connection with the foregoing, we have examined the Certificate of
Incorporation of the Company filed as Exhibit 3.1 to the Registration Statement,
the Bylaws of the Company filed as Exhibit 3.2 to the Registration Statement,
the Registration Statement and all amendments thereto, the corporate minute
books, proceedings of the Board of Directors and such records, documents and
other instruments as in our judgment are necessary or appropriate to enable us
to render this opinion.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies) and the accuracy and completeness of all public
records reviewed by us. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder, and we
have also assumed the due authorization by all requisite action, corporate or
other, and the valid execution and delivery by such parties of such documents
and the validity, binding effect and enforceability thereof with respect to such
parties.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and are validly issued, fully paid and nonassessable.
The foregoing opinion is rendered as of the date hereof. We assume no
obligation to update such opinion to reflect any facts or circumstances which
may hereafter come to our
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attention or changes in the law which may hereafter occur. We hereby consent to
the use of our name in the Registration Statement and under the caption "Legal
Matters" in the related Prospectus and consent to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ PIPER MARBURY RUDNICK & WOLFE LLP
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PIPER MARBURY RUDNICK & WOLFE LLP
