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Exhibit 5(a)
[LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.]
September 29, 2000
Xceed Inc.
488 Madison Avenue
3rd Floor
New York, New York 10022
Ladies and Gentlemen:
We have acted as counsel for Xceed Inc. (the "Company") in connection with
the filing of the registration statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 (the "Act") covering 32,108,787
shares of common stock, par value $.01, of the Company (the "Shares"), issuable
upon the conversion of 30,000 shares of Series A Cumulative Convertible
Preferred Stock of the Company pursuant to the Certificate of Designation,
Preferences and Rights of Series A Cumulative Convertible Preferred Stock of the
Company dated January 13, 2000 and filed with the Secretary of State of Delaware
(the "Certificate of Designation") which were issued pursuant to a Subscription
Purchase Agreement dated as of January 13, 2000, by and among the Company and
the purchasers party thereto (the "Subscription Agreement"). The Registration
Statement has been filed pursuant to the terms of a Registration Rights
Agreement dated as of January 13, 2000 (the "Registration Rights Agreement").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Certificate of
Incorporation (including the Certificate of Designation) and Bylaws of the
Company, and the amendments thereto, the Subscription Agreement, the
Registration Rights Agreement and other records and documents that we have
deemed necessary for the purpose of this opinion. In our examination, we have
assumed the genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various questions of fact
material to our opinion, we have relied on statements and certificates of
officers and representatives of the Company, the representations of the Company
included in the Subscription Agreement, and the Registration Rights Agreement,
and public officials.
In our opinion, the Shares to be registered under the Registration
Statement have been duly authorized for issuance by the Company, and upon
issuance and delivery in accordance with the Certificate of Designation and the
Subscription Agreement, the Shares will be validly issued, fully paid and non-
assessable.
We consent to the filing of this opinion as an exhibit to this Registration
Statement and to the use of our name under the caption "Legal Matters." In
giving this consent, we do not admit that we are acting within the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/Akin, Gump, Strauss, Hauer & Feld, LLP
Akin, Gump, Strauss, Hauer & Feld, LLP
