<PAGE>
Exhibit 5.1
[MORRISON & FOERSTER LLP LETTERHEAD]
September 15, 2000
Wire One Technologies, Inc.
225 Long Avenue
Hillside, New Jersey 07205
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-1 filed by Wire One Technologies, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission") on
July 28, 2000 (Registration No. 333-42518), Amendment No. 1 thereto filed with
the Commission on September 1, 2000, Amendment No. 2 thereto filed with the
Commission on September 12, 2000 and Amendment No. 3 thereto filed with the
Commission on September 14 thereto (as so amended, the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended (the "Act"), of (a) 2,450,000 shares of the Company's common stock, par
value $.0001 per share ("Common Stock"), issuable upon conversion of 2,450
shares of the Company's series A preferred stock, par value $.0001 per share
(the "Series A Preferred Stock"), issued in connection with a private placement
to various stockholders completed on June 14, 2000 (the "Series A Conversion
Shares") pursuant to a Series A Preferred Stock and Warrant Purchase Agreement;
(b) 857,500 shares of Common Stock issuable upon exercise of warrants (the
"Series A Warrants") to purchase that number of shares of Common Stock issued to
the same stockholders in connection with the June 14, 2000 private placement
(the "Series A Warrant Shares"); (c) 397,499 shares of Common Stock issued upon
the exercise of warrants by certain holders in March 2000 (the "Lender
Warrants") to purchase that number of shares originally issued to certain
subordinated debtholders of the Company (the "Warrant Shares"); (d) 1,243,123
shares of Common Stock issued and issuable upon the exercise of warrants and
options to certain of the Company's consultants (the "Consultant Warrants",
together with the Series A Warrants and the Lender Warrants, the "Warrants") for
services rendered (the "Consultant Warrant Shares") and (e) 98,000 shares of the
Company's Common Stock issued to certain consultants for services rendered (the
"Consultant Shares"; together with the Series A Conversion Shares, the Series A
Warrant Shares, the Warrant Shares and the Consultant Warrant Shares, the
"Shares").
This opinion is being delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act. All capitalized terms used
herein and not otherwise
<PAGE>
Wire One Technologies, Inc.
September 15, 2000
defined shall have the respective meanings assigned to them in the Registration
Statement. The Warrants and the Series A Preferred Stock and Warrant Purchase
Agreement are collectively referred to hereinafter as the "Transaction
Documents."
As counsel to the Company, we have examined the proceedings taken by
the Company in connection with the issuance and sale by the Company of the
Shares. In such examination, we have assumed the genuineness of all signatures
and the authenticity of all items submitted to us as originals and the
conformity with originals of all items submitted to us as copies. In making our
examination of documents executed by entities other than the Company, we have
assumed that each other entity has the power and authority (or, in the case of
individuals, the capacity) to execute and deliver, and to perform and observe
the provisions of such documents, and the due authorization by each such entity
of all requisite action and the due execution and delivery of such documents by
each such entity. In addition, we have assumed that the current Board of
Directors has been validly elected and that the shares of Series A Preferred
Stock and the Warrants have been duly paid for. We have also assumed that the
Company has been duly organized and is validly existing and in good standing
under the laws of the State of Delaware.
In connection with this opinion, we have examined originals or copies
of the Transaction Documents and of the certificate of incorporation and the
bylaws, each as amended to date, of the Company. In addition, we have examined
such records, documents, certificates of public officials and the Company, made
such inquiries of officials of the Company and considered such questions of law
as we have deemed necessary for the purpose of rendering the opinions set forth
herein.
In addition, we have relied upon a certificate of officer of the
Company with respect to certain factual matters. We have made no independent as
to whether this certificate is accurate or complete, but we have no knowledge of
any such incompleteness.
Based upon and subject to the foregoing, we are of the opinion that:
(a) The Series A Conversion Shares have been duly authorized for
issuance by all necessary corporate action on the part of the Company and, when
issued in accordance with the terms of the Company's certificate of
incorporation, will be validly issued, fully paid and non-assessable;
(b) The Series A Warrant Shares, when issued upon payment of the
applicable exercise prices and in accordance with the terms of the Warrants,
will be validly issued, fully paid and non-assessable;
<PAGE>
Wire One Technologies, Inc.
September 15, 2000
(c) The Warrant Shares have been validly issued and are fully paid
and non-assessable;
(d) The outstanding Consultant Warrant Shares have been, and the
Consultant Warrant Shares issuable upon exercise of the Consultant Warrants,
when issued upon payment of the applicable exercise prices and in accordance
with the terms of the Consultant Warrants will be, validly issued, fully paid
and non-assessable; and
(e) The Consultant Shares have been validly issued and are fully paid
and non-assessable.
We express no opinion as to matters governed by any laws other than
the Delaware General Corporation Law in effect on the date hereof.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement, the prospectus constituting a part thereof and any
amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
---------------------------
Morrison & Foerster LLP
