Board of Directors
Fonix Corporation
1225 Eagle Gate Tower
60 East South Temple Street
Salt Lake City, Utah 84111
Gentlemen:
We have assisted in the preparation of the Registration Statement on Form S-2
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration for resale by eight Selling Stockholders of
the Company of 66,233,639 shares (the "Shares") of common stock, $0.0001 par
value per share, of Fonix Corporation, a Delaware corporation (the "Company").
We have examined the Company's Certificate of Incorporation, as amended to date,
and the Company's By-Laws, as amended to date, and have examined and relied on
the originals, or copies certified to our satisfaction, of such records of
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors and stockholders of the Company, all as provided to
us by the Company, and such other documents and instruments as in our judgment
are necessary or appropriate to enable us to render the opinions expressed
below.
In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to the originals of all documents submitted
to us as certified or photostatic copies, (iii) the authenticity of the
originals of the latter document, and (iv) the legal competence of all
signatures to such documents.
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Fonix Corporation
August 8, 2000
Page 2
We express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of the State of Utah, and the federal laws of the United
States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued and paid for will be duly authorized and validly issued, fully paid
and non-assessable.
It is our understanding that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
Durham Jones & Pinegar
/s/ Durham Jones & Pinegar
