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EXHIBITS 5.1 and 23.1
OPINION OF RONALD A. WOESSNER
CONSENT OF RONALD A. WOESSNER
September 27, 2000
ZixIt Corporation
2711 North Haskell Avenue
Suite 2850, LB 36
Dallas, Texas 75204-2911
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I have acted as General Counsel to ZixIt Corporation, a Texas corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of the resale of an additional 16,000
shares (the "Shares") of the Company's common stock, $.01 par value per share.
The Shares are issuable pursuant to that certain Purchase and Sale Agreement,
dated October 1, 1999, between Anacom Communications, Inc., a Delaware
corporation, Anacom Communications, Inc., a Texas corporation, Warren E.
Rosenfeld, George A. DeCourcy and the Company (the "Purchase Agreement"), and
related Promissory Notes. The Shares are being registered pursuant to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission on or about September 29, 2000 (the "Registration Statement").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act. In connection with this
opinion, I have examined such documents and records of the Company and such
statutes, regulations and other instruments and certificates as I have deemed
necessary or advisable for the purposes of this opinion. I have assumed that all
signatures on all documents presented to me are genuine, that all documents
submitted to me as originals are accurate and complete, and that all documents
submitted to me as copies are true and correct copies of the originals thereof.
I have also relied upon such other certifications of public officials, corporate
agents and officers of the Company, and such other certifications with respect
to the accuracy of material factual matters contained therein which were not
independently established.
Based on the foregoing, I am of the opinion that such Shares issuable
pursuant to the Purchase Agreement and related Promissory Notes, if and when
such Shares are issued, will be validly issued, fully paid and nonassessable
upon issuance, assuming the Company maintains an adequate number of authorized
but unissued shares of common stock available for such issuance.
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I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Ronald A. Woessner
Ronald A. Woessner
Senior Vice President, General Counsel
and Secretary for ZixIt Corporation
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