EXHIBIT 5.1
November 3, 2000
WaveRider Communications Inc.
255 Consumers Road, Suite 500
Toronto, Ontario Canada
M2J 1R4
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 333-34647
(the "S-8 registration statement") relating to the registration by Waverider
Communications Inc. (the "Company") of a total of 2,809,770 shares of the
Company's Common Stock, $0.001 par value ("Shares") which may be issued pursuant
to the Company's Employee Stock Option (1997) Plan (the "Plan").
In arriving at the opinions expressed below, we have examined and
relied on the following documents: (a) the Articles of Incorporation of the
Company, as amended; (b) the Amended and Restated By-Laws of the Company; (c)
the Plan; and (d) the records of meetings and consents of the Board of Directors
and stockholders of the Company provided to us by the Company. In addition, we
have examined and relied on the originals or copies certified or otherwise
identified to our satisfaction of all such corporate records of the Company and
such other instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below. We have further assumed that a sufficient number of duly
authorized and unissued shares of Common Stock will be available for issuance at
the time options under the Plan are exercised, in accordance with the terms
thereof; and that the consideration received by the Company in respect of each
Share will be no less than its par value.
Based upon the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that when the Amendment shall have become
effective and the Shares have been sold and issued pursuant to the Plan and as
contemplated in the S-8 Registration Statement, such Shares will be validly and
legally issued, and fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Amendment.
This opinion is being delivered and is intended for use solely in
regard to the transactions contemplated by the Amendment and may not be used,
circulated, quoted in whole or in part or otherwise referred to for any purpose
without our prior written consent and may not be relied upon by any person or
entity other than the Company, its successors and assigns. This opinion is based
upon our knowledge of law and facts as of its date. We assume no duty to
communicate to you with respect to any matter which comes to our attention
hereafter.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ David Broadwin
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A Partner
