OPINION LETTER RE: LEGALITY
October 31, 2000
Bill J. Angelos, President
Pacific Telcom, Inc.
Fountain View Business Park
4270 S. Decatur Blvd., Ste. A-9
Las Vegas, NV 89103
Re: United States Securities and Exchange Commission Form 10-SB
Dear Mr. Angelos:
This firm has acted as general counsel to Pacific Telcom, Inc., an Illinois
corporation with respect to its incorporation, issuance of shares and continued
Good Standing with the Secretary of State of Illinois. This Opinion Letter is
furnished to you regarding these matters in respect to Form 10-SB.
In connection with our representation of the Corporation, we have assisted
the Corporation in its incorporation, filing of Articles of Amendment and such
documents and reports necessary to maintain the Good Standing of the Corporation
in the State of Illinois.
We have made such inquiry of the officers of the Corporation and have
examined such corporate and other records, documents, certificates of officers
of the Corporation and of public officials for the purposes of this Opinion
Letter. In rendering our opinions, we have relied, as to all questions of fact
material to these opinions, upon certificates of public officials and officers
of the Corporation. We have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as copies, whether certified
or not.
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In addition, in rendering our opinions, we have reviewed and are relying on
the following documents:
(A) Articles of Incorporation;
(B) Articles of Amendment of March 26, 1998;
(C) Articles of Amendment of May 13, 1998;
(D) The corporate book, including the by-laws and the minutes of meetings
of its Board of Directors and Shareholders contained therein; and
(E) A Certificate of Good Standing from the Illinois Secretary of State
indicating that the Corporation is duly incorporation and validly
existing as of October 31, 2000.
In rendering these opinions, we have assumed the following to be true:
(1) The authenticity and completeness of all Documents submitted to us as
originals and the conformity of all documents submitted to us as copies to the
original documents;
(2) Physical delivery of the Documents where delivery is a prerequisite to
their enforceability; and
(3) The capacity of all natural persons.
Based on the foregoing, and in reliance on and subject to the assumptions,
qualifications, exceptions and limitations set forth in this Opinion Letter, we
are of the opinion that:
1. The Corporation is a corporation duly organized and validly existing
under the laws of the State of Illinois. The Corporation has all requisite
power and authority to own and operate its business as presently conducted and
to own and hold the assets and properties used in connection therewith;
2. The Corporation is not required to be licensed or qualified as a
foreign corporation in any state or other jurisdiction in which it is not
presently so licensed or qualified;
3. To our knowledge, there is no litigation or legal proceeding pending or
threatened against or adversely affecting the Corporation;
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4. The Corporation's authorized capital stock has been duly authorized, is
validly issued and shares are fully paid and non-assessable.
This Opinion Letter is provided to you as a legal opinion and not as a
guarantee of the matters discussed herein. Our opinions are limited to the
matters expressly stated herein, and no other opinions may be implied or
inferred.
These opinions are rendered as of the date set forth above. We expressly
disclaim any obligation to advise you of any changes in the circumstances, laws
or events that may occur after this date or otherwise to update these opinions.
Very truly yours,
Kenneth G. Mason
General Counsel
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