Exhibit 5.1
OPINION OF COUNSEL RE: LEGALITY
August 23, 2000
Board of Directors
WorldCom, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
Ladies and Gentlemen:
I am General Counsel -- Corporate Development of WorldCom, Inc., a Georgia
corporation (the "Company"), and am familiar with a Registration Statement on
Form S-3 (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 proposed public offering and
sale of shares (the "Shares") of Common Stock, par value $.01 per share, of the
Company to be issued to the selling shareholder named therein in connection with
its exercise of stock options transferred to it by Diana Day-Cartee pursuant to
the Agreement for Sale and Assignment of Stock Options dated effective August 1,
2000 (the "Agreement").
In connection herewith, I have examined and relied without investigation as
to matters of fact upon the Registration Statement, including the 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; and
2. The Shares, when issued in accordance with the terms of the Agreement,
will be validly issued, fully paid and non-assessable.
This opinion is not rendered with respect to any laws other than the latest
codification of the Georgia Business Corporation Code available to me. This
opinion has not been prepared by an attorney admitted to practice in Georgia.
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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 Shares. 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
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P. Bruce Borghardt
General Counsel - Corporate Development
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