EXHIBIT 5
September 13, 2000
Board of Directors
General DataComm Industries, Inc.
l579 Straits Turnpike
Middlebury, CT 06762-l299
Gentlemen:
Reference is made to the registration statement ("Registration
Statement") which General DataComm Industries, Inc. (the "Corporation") is
filing with the Securities and Exchange Commission under the Securities Act of
l933, as amended, for the registration of a maximum of 4,886,703 shares of
Common Stock ("Common Stock").
Pursuant to your request, we have examined those of the Corporation's
books and records deemed relevant by us for the purpose of furnishing you with
our opinion concerning the legality and validity of issue of the shares of
Common Stock, covered by the Registration Statement.
Based upon the foregoing and upon our investigation and examination of
certain other matters pertaining to the Corporation, we are of the opinion that:
l. The Corporation is duly incorporated and validly existing as
a corporation in good standing under the laws of the State of Delaware.
2. All of the shares of Common Stock proposed to be registered by the
above Registration Statement, when and if issued upon the conversion of and
dividends payable upon the Corporation's 5% Cumulative Convertible Preferred
Stock and exercise of Warrants as set forth in said Registration Statement, will
be validly issued, fully paid and nonassessable by the Corporation, with no
personal liability attaching to the ownership thereof.
We herewith give our consent to the use of this opinion as an Exhibit
to the herein referred to Registration Statement and to the use of our name
therein.
Very truly yours,
/S/ WEISMAN CELLER SPETT & MODLIN, P.C.
WEISMAN CELLER SPETT & MODLIN, P.C.
