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WINTHROP & WEINSTINE, P.A.
3000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(612) 347-0700
September 14, 2000
Securities and Exchange Commission
450 - 5th Street N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as legal counsel for Vicom, Incorporated (the "Company") in
connection with the preparation of a Registration Statement on Form S-1 (the
"Registration Statement") filed with the Securities and Exchange Commission
("SEC"), File No. 333-43540, which was declared effective by the SEC on August
18, 2000, 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 sale of an aggregate of 12,078,044 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), to be
sold in the manner set forth in the Registration Statement.
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 Shares; and (c) the Registration Statement and the Prospectus. In
addition to such examination, we have reviewed such other proceedings, 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:
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 issuance of the Shares.
3. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended, and have been validly issued, fully paid and
non-assessable.
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Vicom, Incorporated
September 14, 2000
Page 2
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 caption "Legal
Matters" in the Prospectus.
Very truly yours,
WINTHROP & WEINSTINE, P.A.
By - /s/ Michele D. Vaillancourt
Michele D. Vaillancourt
