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EXHIBIT 5
[BARBER & BARTZ LETTERHEAD]
August 23, 2000
XETA Technologies, Inc.
1814 West Tacoma
Broken Arrow, Oklahoma 74012
RE: XETA TECHNOLOGIES, INC. FORM S-8
REGISTRATION STATEMENT
Our File No. 191-296
Gentlemen:
We have acted as counsel for XETA Technologies, Inc., an Oklahoma
corporation (the "Company"), in connection with the (i) proposed issuance of
shares of common stock, par value $0.001 per share (the "Common Stock"), of the
Company upon the exercise of stock options pursuant to XETA Technologies 2000
Stock Option Plan, and pursuant to the following individual Stock Purchase
Options granted in connection with compensation agreements between the
recipients of such individual options and the Company (the 2000 Stock Option
Plan and such individual options being collectively referred to herein as the
"Plans"):
(1) Stock Option Agreement between XETA Technologies, Inc. and Jon A.
Wiese
(2) Stock Option Agreement between XETA Technologies, Inc. and Larry
N. Patterson
(3) Stock Option Grant by XETA Technologies, Inc. to Charles E.
Martin
and (ii) the registration of such issuance pursuant to a resignation statement
on Form S-8 to be filed with the Securities and Exchange Commission relating to
an aggregate of 1,424,000 shares of Common Stock issuable pursuant to the Plans
(the "Registration Statement").
We are rendering this opinion as of the time the Registration
Statement becomes effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended.
In rendering this opinion letter, we have examined, among other
things, the Company's Restated Certificate of Incorporation, as amended, and its
Amended and Restated Bylaws, as amended, together with minutes of applicable
meetings and applicable memoranda of action of
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XETA Technologies, Inc.
August 23, 2000
Page 2
the Board of Directors, its Compensation Committee, and the shareholders of the
Company, and such other corporate records, certificates of public officials and
documents as we have deemed necessary in order to render the opinions expressed
herein.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Oklahoma.
2. The shares of Common Stock which are issuable pursuant to the terms
of the Plans have been validly authorized for issuance and, upon issuance and
delivery thereof and the payment therefor in accordance with the provisions of
the Plans, the Common Stock so issued will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement.
Very truly yours,
BARBER & BARTZ
/s/ NANCY JONES
Nancy Hanania Jones
NHJ:dlh
