Buchanan Ingersoll
ATTORNEYS
Joseph P. Galda
215-665-3879
[email protected]
September 27, 2000
VDC Communications, Inc.
75 Holly Hill Lane
Greenwich, CT 06830
Gentlemen:
We have acted as counsel to VDC Communications, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company of a
registration statement on Form S-3 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
1,388,706 shares of the Company's common stock, $0.0001 par value per share (the
"Shares"), all of which are to be offered by certain Selling Security
Holders as set forth in the Registration Statement.
In connection with the Registration Statement, we have examined such
corporate records and documents, other documents, and such questions of law as
we have deemed necessary or appropriate for purposes of this opinion. On the
basis of such examination, it is our opinion that the issuance of the Shares has
been duly and validly authorized, and the Shares are legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement. In giving this consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations promulgated thereunder.
Very truly yours,
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
By: /S/ Joseph P. Galda
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Joseph P. Galda
