Exhibit 5.1
FOLEY, HOAG & ELIOT LLP
ONE OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
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TELEPHONE 617-832-1000 1747 PENNSYLVANIA AVE, N.W.
FACSIMILE 617-832-7000 SUITE 1200
www.fhe.com WASHINGTON, D.C. 20006
TEL: 202-223-1200
FAX: 202-785-6687
December 22, 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-3
Registration Number 333-49458 filed on November 11, 2000 by WaveRider
Communications Inc., a Nevada corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933 (the "S-3 Registration
Statement"). The S-3 Registration Statement relates to the registration of
1,000,000 shares of the Company's Common Stock, $0.001 par value per share
("Shares").
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; and
(c) 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 the Common Stock is sold in accordance with the terms thereof; and that
the consideration received by WaveRider in respect of each Share will be no less
than its par value.
Based upon the foregoing, it is our opinion that:
1. The Company has taken all necessary corporate action required to authorize
the issuance and sale of the Shares; and
2. The Shares will be, upon issuance, legally issued and fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
S-3 Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ Dave Broadwin
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A Partner
