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EXHIBIT 5.1
October 16, 2000
Board of Directors of
WorldCom, Inc.
500 Clinton Center Drive
Clinton, MS 39056
Ladies and Gentlemen:
I am General Counsel-Corporate Development of WorldCom, Inc., a Georgia
corporation (the "Company"), and am familiar with the Registration Statement on
Form S-4 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the merger (the "Merger") of
Wildcat Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of the Company ("Merger Sub"), with and into Intermedia Communications Inc., a
Delaware corporation ("Intermedia"), and to the registration under the
Securities Act of (i) a maximum of 112,544,925 shares of the common stock, par
value $0.01 per share (the "WorldCom Common Stock"), and associated preferred
stock purchase rights of the Company, (ii) 53,724 shares of WorldCom 7% Series
D Junior Convertible Preferred Stock, par value $0.01 per share ("WorldCom
Series D Preferred Stock"), (iii) 64,047 shares of WorldCom 7% Series E Junior
Convertible Preferred Stock, par value $0.01 per share ("WorldCom Series E
Preferred Stock"), (iv) 79,600 shares of WorldCom 7% Series F Junior
Convertible Preferred Stock, par value $0.01 per share ("WorldCom Series F
Preferred Stock"), and (v) 200,000 shares of WorldCom 7% Series G Junior
Convertible Participating Preferred Stock, par value $0.01 per share ("WorldCom
Series G Preferred Stock") (the WorldCom Series D Preferred Stock, WorldCom
Series E Preferred Stock, WorldCom Series F Preferred Stock and WorldCom Series
G Preferred Stock are collectively referred to as the "WorldCom Preferred
Stock") of the Company that are issuable, or to be reserved for issuance, in
the Merger, including (x) 26,695,824 shares of WorldCom Common Stock and
associated preferred stock purchase rights issuable in respect of Intermedia
common stock issuable upon conversion of Intermedia preferred stock, (y)
15,283,426 shares of WorldCom Common Stock and associated preferred stock
purchase rights issuable in respect of Intermedia common stock issuable upon
exercise of Intermedia warrants or employee stock options or pursuant to
Intermedia employee benefit plans and (z) 3,791,649 shares of WorldCom Common
Stock issuable in lieu of cash during the two-year period commencing on the
effective date of the Registration Statement as dividends on the WorldCom
Series D Preferred Stock, the WorldCom Series E Preferred Stock, the WorldCom
Series F Preferred Stock and the WorldCom Series G Preferred Stock.
In connection herewith, I have examined and relied without investigation as
to matters of fact upon the Registration Statement, including the proxy
statement/prospectus contained therein, the Second Amended and Restated
Articles of Incorporation, as amended, and the Restated Bylaws of the Company,
certificates, statements and results of inquiries of public officials and
officers and representatives of the Company, and such other documents,
corporate records, opinions and instruments as I have deemed necessary or
appropriate to enable me to render the opinions expressed below. I have assumed
the genuineness of all signatures appearing on documents examined by me, the
legal competence and capacity of each person that executed documents, the
authenticity of documents submitted to me as originals and the conformity to
authentic original documents of all documents submitted to me as certified or
photostatic copies. I have also assumed the due authorization, execution and
delivery of all documents.
Based upon the foregoing, in reliance thereon and subject to the exceptions,
qualifications and limitations stated herein and the effectiveness of the
Registration Statement under the Securities Act, I am of the following
opinions:
1. The Company is a corporation validly existing under the laws of the
State of Georgia.
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2. When the conditions to consummation of transactions contemplated by
the Agreement and Plan of Merger, dated as of September 1, 2000, by and
among the Company, Merger Sub and Intermedia (the "Merger Agreement") shall
have been satisfied or waived and the shares of WorldCom Common Stock and
WorldCom Preferred Stock to be issued in connection with the Merger shall
have been issued in accordance with the terms of the Merger Agreement,
then:
(a) the shares of WorldCom Common Stock and WorldCom Preferred Stock
issuable in the Merger will be validly issued, fully paid and non-
assessable; and
(b) the shares of WorldCom Common Stock issuable upon conversion of
or as dividends upon WorldCom Preferred Stock have been duly and
validly authorized and, when issued, will be validly issued, fully paid
and non-assessable.
I express no opinion as to any matters governed by any law other than the
law of the State of Georgia as in effect on the date of this opinion.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement. I also consent to your filing copies of this
opinion as an exhibit to the Registration Statement with agencies of such
states as you deem necessary in the course of complying with the laws of such
states regarding the offering and sale of the securities referred to herein. In
giving this consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ P. Bruce Borghardt
P. Bruce Borghardt
General Counsel--Corporate
Development
