<PAGE>
Exhibit 5.1
DE MARTINO FINKELSTEIN ROSEN & VIRGA
A Partnership Consisting of Professional Corporations
1818 N Street, N.W., Suite 400
Washington, D.C. 20036-2492
Telephone (202) 659-0494 * Telecopier (202) 659-1290
E-Mail Address: [email protected]
Paula A. Argento NEW YORK OFFICE
Brad L. Bolinger _____
Ralph V. De Martino 90 Broad Street, Suite 1700
Steven R. Finkelstein * New York, New York 10004-2205
F. Alec Orudjev * Telephone (212) 363-2500
Valerie J. Pelton* Telecopier (212) 363-2723
B. Henry Perez
Keith H. Peterson *
Jeffrey S. Rosen
Gerard A. Virga *
*Not Admitted To District Of Columbia Bar
October 16, 2000
Board of Directors
I-Link Incorporated
13751 S. Wadsworth Park Drive, Suite 200
Draper, Utah 84020
Re: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to I-Link Incorporated, a Florida corporation
(the "Company"), in connection with the preparation and filing by the Company of
a registration statement on Form S-3, File No. 333-62833 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
relating to the resale by the holders thereof of up to 148,062 shares of common
stock, par value $.007 per share (the "Common Stock") to be issued or which may
become issuable as dividend shares relating to shares of Class C Preferred Stock
held of record as of February 22, 2000, and which may become issuable as
dividend shares through September 6, 2001.
We have examined the Articles of Incorporation, as amended, and the
By-Laws of the Company, the minutes of the various meetings and consents of the
Company's Board of Directors, originals or copies of such records of the
Company, agreements, certificates of public officials, certificates of officers
and representatives of the Company and others, and such other documents,
certificates, records, authorizations, proceedings, statutes and judicial
decisions as we have deemed necessary to form the basis of the opinion expressed
below. In such examination, we have assumed the genuineness of all
<PAGE>
DE MARTINO FINKELSTEIN ROSEN & VIRGA
Board of Directors
I-Link Incorporated
October 16, 2000
Page 2
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to originals of all documents submitted to us as copies thereof.
As to various questions of fact material to such opinion, we have relied upon
statements and certificates of officers and representatives of the Company and
others.
Based upon the foregoing, we are of the opinion that the 148,062
dividend shares which are the subject of the Registration Statement have been
duly authorized and when issued in accordance with the terms of the Class C
Preferred Stock will be duly authorized, fully paid and nonassessable.
We hereby consent to be named in the Registration Statement and the
prospectus contained therein as attorneys who have passed upon legal matters in
connection with the offering of the securities described therein under the
caption "Legal Matters." We further consent to your filing a copy of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
DE MARTINO FINKELSTEIN ROSEN & VIRGA
/s/ De Martino Finkelstein Rosen & Virga
cc: David E. Hardy, Esquire
2
