Squire, Sanders & Dempsey L.L.P.
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Telephone: (602) 528-4000
Facsimile: (602) 253-8129
June 14, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This firm is counsel for Wavetech International, Inc., a Nevada
corporation (the "Company"). As such, we are familiar with the Certificate of
Incorporation, as amended, and the Bylaws, as amended, of the Company, as well
as resolutions adopted by its Board of Directors authorizing the issuance and
sale of 1,159,393 shares of the Company's common stock, par value $.001 per
share (the "Common Stock"), including 956,022 shares of Common Stock issuable
upon conversion of 1,000 outstanding shares of Series B Convertible Preferred
Stock (the "Series B Preferred Stock") and 203,371 shares of Common Stock
issuable upon exercise of outstanding Warrants (the "Warrants"), which are the
subject of a Registration Statement on Form S-2 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "1993 Act").
We also have examined all instruments, documents, and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness and authority of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies.
Based on such examination, we are of the opinion that, upon conversion
of the Series A Preferred Stock, the 1,159,393 shares of Common Stock, when
issued in compliance with the Certificate of Designations, Rights, Preferences
and Limitations of the Series B Preferred Stock, will be validly issued, fully
paid and nonassessable, and that upon receipt by the Company of the
consideration provided for upon exercise of the Warrants, the 203,371 shares of
Common Stock, when issued in compliance with the Warrants, will be validly
issued, fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal
Matters" in the Prospectus which is part of the Registration Statement and we
hereby consent to the use of our name in such Registration Statement. We further
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and with the state regulatory agencies in such states as may require
such filing in connection with the registration of the Common Stock for offer
and sale in such states.
Respectfully Submitted,
/s/ Squire, Sanders & Dempsey L.L.P.
SQUIRE, SANDERS & DEMPSEY L.L.P.
