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WINTHROP & WEINSTINE, P.A.
3000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(612) 347-0700
September 13, 2000
Exhibit 5.1
Securities and Exchange Commission
450 - 5th Street NW
Washington, D.C. 20549
Re: Vicom, Incorporated - Registration Statement on Form S-1 for Offering
of Subordinated Debentures
Gentlemen:
We have acted as legal counsel for Vicom, Incorporated, a Minnesota corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-1, as amended (the "Registration Statement"), filed with the
Securities and Exchange Commission ("SEC"), File No. 333-44734, and the
Prospectus to be used in conjunction with the Registration Statement (the
"Prospectus"), relating to the registration under the Securities Act of 1933, as
amended, of the offer and sale by the Company of up to $50 million in
subordinated debentures (the "Debentures") to be sold in the manner set forth in
the Registration Statement. The Debentures are being offered under an Indenture
(the "Indenture") to be entered into by and between the Company and Firstar Bank
Minnesota, National Association, as trustee thereunder (the "Trustee").
In connection therewith, we have examined (a) the Articles of Incorporation and
Bylaws of the Company, both as amended to date; (b) the corporate proceedings of
the Company relative to its organization and to the authorization and issuance
of the Debenture; (c) the Registration Statement and the Prospectus; and (d) the
form of Indenture filed as an exhibit to the Registration Statement. In addition
to such examination, we have reviewed such other proceedings, certificates,
documents and records and have ascertained or verified such additional facts as
we deem necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
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Vicom, Incorporated
September 13, 2000
Page 2
1. The Company has been legally incorporated and is validly existing under the
laws of the State of Minnesota.
2. All necessary corporate action has been taken by the Company to authorize
the offer and sale of the Debentures.
3. Upon the sale of the Debentures as described in the Registration Statement
and the execution of the Indenture by the Company and the Trustee, the
Debentures will be legally issued, fully paid and nonassessable and will be
binding obligations of the Company in accordance with their terms and the
terms of the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the "Legal
Matters" section in the Prospectus.
Very truly yours,
WINTHROP & WEINSTINE, P.A.
By - /s/ Michele D. Vaillancourt
Michele D. Vaillancourt
