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EXHIBIT 5.1
September 7, 2000
PhoneTel Technologies, Inc.
North Point Tower, 7th Floor
1001 Lakeside Avenue
Cleveland, Ohio 44114-1195
Gentlemen:
You have requested our opinion with respect to 391,647 shares of common
stock, $.01 par value per share (the "Shares"), of PhoneTel Technologies, Inc.,
an Ohio corporation (the "Company"), which Shares are to be issued to certain
managers of the Company pursuant to the terms of the Company's 1999 Management
Incentive Plan (the "Plan"). The Shares are the subject of a Registration
Statement on Form S-8 (the "Registration Statement"), to which this opinion is
attached as an exhibit, to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended.
In connection with the foregoing, we have examined (a) the Amended and
Restated Articles of Incorporation and the Amended and Restated Code of
Regulations of the Company, (b) the Plan, (c) the form of Award Agreement for
use under the Plan, attached as an exhibit to the Plan, and (d) such records of
the corporate proceedings of the Company and such other documents as we deemed
necessary to render this opinion.
Based upon such examination, we are of the opinion that:
1. The Company is a corporation organized and validly existing
under the laws of the State of Ohio.
2. The Shares to be sold by the Company have been duly authorized
and, when issued and sold pursuant to the Plan, and in the
manner contemplated by the Registration Statement, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
HAHN LOESER & PARKS LLP
