TISDALE & NICHOLSON, LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP INCLUDING A PROFESSIONAL CORPORATION
2029 CENTURY PARK EAST, SUITE 900
LOS ANGELES, CALIFORNIA 90067
TELEPHONE (310)286-1260
FACSIMILE (310)286-2351
www.T-NLaw.com
October 16, 2000
Board of Directors
Global Telemedia International, Inc.
c/o Jonathon Bentley-Stevens, President
4675 MacArthur Court, Ste. 710
Newport Beach, CA 92660
To the Board of Directors of Global Telemedia International:
Global Telemedia International, Inc., a Delaware corporation (the
"Company"), has informed us of its intention to file with the Securities and
Exchange Commission ("SEC"), on or about October 16, 2000, a registration
statement on Form S-8 ("Registration Statement") under the Securities Act of
1933, as amended, concerning the registration of 4,500,000 shares (the "Shares")
of the Company's common stock, $0.004 par value ("Common Stock"), issued
pursuant to employee benefit plans (the "Plans"). In connection with the filing
of the Registration Statement, you have requested our opinion regarding the
validity of the issuance of such Shares.
This opinion letter ("Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.
You have represented to us that the Company is current in its filings with
the SEC, that the Company's board of directors has authorized the filing of a
Form S-8 and that the quantity of shares to be included in the Form S-8 is
available for issuance based on the quantity authorized for issuance in the
Company's Certificate of Incorporation and on the amount of shares actually
issued and outstanding. Based on these representations and to the best of our
knowledge, we are of the opinion that the Form S-8 is an available form of
registration and that the Shares issuable pursuant to the Plans have been duly
and validly authorized and, upon payment therefor in accordance with the Plans,
will be validly issued, fully paid and non-assessable by the Company. This
Opinion is conditioned upon the above requirements being met.
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Board of Directors
Global Telemedia International, Inc.
c/o Jonathon Bentley-Stevens, President
October 16, 2000
Page 2
The Opinion set forth above is predicated upon and limited to the
correctness of the assumptions set forth herein and in the Accord, and is
further subject to qualifications, exceptions, and limitations set forth below:
1. We expressly except from the opinion set forth herein any opinion or
position as to whether or to what extent a Delaware court or any other court
would apply Delaware law, or the law of any other state or jurisdiction, to any
particular aspect of the facts, circumstances and transactions that are the
subject of the opinion herein contained.
2. In expressing the opinion set forth herein, we have assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to us by the Company and its representatives. We have
assumed the accuracy of all statements of fact contained therein. We have
assumed that all information and representations made or provided to me by the
Company or its authorized representatives is correct and that there are shares
available to be issued pursuant to the Plans. We have further assumed the
genuineness of signatures (both manual and conformed), the authenticity of
documents submitted as originals, the conformity to originals of all copies or
faxed copies and the correctness of all such documents.
3. In rendering the opinion that the shares of Common Stock to be
registered pursuant to Form S-8 and issued under the Plan will be validly
issued, fully paid and non-assessable, we assumed that: (1) the Company's board
of directors has exercised good faith in establishing the value paid for the
Shares; (2) all issuances and cancellations of the Capital Stock of the Company
will be fully and accurately reflected in the Company's Stock Records as
provided by the Company's transfer agent; and (3) the consideration, as
determined by the Company's board of directors, to be received in exchange for
each issuance of Common Stock of the Company will have been paid in full and
actually received by the Company when the Shares are actually issued.
4. We expressly except from the opinion set forth herein any opinion
concerning the need for compliance by any party, and in particular by the
Company, with the provisions of the securities laws, regulations, and/or rules
of the United States of America, the State of Delaware or any other jurisdiction
with regard to any other issue not expressly addressed herein, which exclusion
shall apply, but not be limited to, the subsequent tradability of the Shares on
either state or federal level.
5. In rendering the opinion that Form S-8 is available, we have assumed
that the Company is satisfying the various substantive requirements of Form S-8
and we expressly disclaim any opinion regarding the Company's compliance with
such requirements, whether they be of federal or state origin.
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Board of Directors
Global Telemedia International, Inc.
c/o Jonathon Bentley-Stevens, President
October 16, 2000
Page 3
6. The opinion contained in this letter is rendered as of the date
hereof, and we undertake no and disclaim any, obligation to advise you of any
changes in or any new developments which might affect any matters or opinions
set forth herein.
This Opinion is valid only as of the signature date and may be relied upon
by you only in connection with filing of the S-8 Registration Statement. We
hereby consent to its use as an exhibit to the Registration Statement. However,
this opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, our prior written consent. In the event that any of the facts are
different from those which have been furnished to us and upon which we have
relied, the conclusions as set forth above cannot be relied upon.
Very truly yours,
TISDALE & NICHOLSON, LLP
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