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Exhibit 5
[MORRISON & FOERSTER LLP LETTERHEAD]
July 28, 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., Delaware corporation (the
"Company"), with the Securities and Exchange Commission on July 28, 2000
(Registration No. 333-______) (the "Registration Statement"), relating to the
registration under the Securities Act of 1933, as amended, 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) 1,211,773 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, Series A 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 Securities Act of 1933, as
amended. All capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to
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Wire One Technologies, Inc.
July 28, 2000
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.
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Wire One Technologies, Inc.
July 28, 2000
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; and
(b) The Series A Warrant Shares, issuable upon exercise of the
Series A Warrants, when issued upon payment of the applicable exercise prices
and in accordance with the applicable warrant agreements, will be validly
issued, fully paid and non-assessable;
(c) The Warrant Shares have been validly issued and are fully
paid and non-assessable;
(d) The Consultant Warrant Shares, issued or issuable upon exercise
of the Consultant Warrants, when issued upon payment of the applicable exercise
prices and in accordance with the applicable warrant agreements, 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 laws of any
jurisdiction other than the substantive laws of the State of New York and 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
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Morrison & Foerster LLP
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