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EXHIBIT 5.1
[LETTERHEAD OF HADDAN & ZEPFEL LLP]
September 28, 2000
Franklin Telecommunications Corp.
733 Lakefield Road
Westlake Village, California 91361
Dear Sirs:
You have requested our opinion with respect to certain matters in
connection with the filing by Franklin Telecommunications Corp. (the "Company")
of a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the registration of 200,000 shares
of the Company's Common Stock, without par value (the "Shares"), for issuance
pursuant to a Legal Services Agreement.
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the
Registration Statement, will be validly issued, fully paid, and nonassessable
shares of Common Stock of the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Haddan & Zepfel LLP
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Haddan & Zepfel LLP
