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EXHIBIT 5.1
[LETTERHEAD OF SWIDLER BERLIN SHEREFF FRIEDMAN, LLP]
January 18, 2001
WorldPort Communications, Inc.
975 Weiland Road, Suite 160
Buffalo Grove, Illinois 60089
Ladies and Gentlemen:
On the date hereof, WorldPort Communications, Inc., a Delaware
corporation (the "Company"), intends to transmit for filing with the Securities
and Exchange Commission, a Registration Statement on Form S-8 (the "Registration
Statement"), relating to 21,600,000 shares (the "Shares") of common stock,
$.0001 par value per share (the "Common Stock"), of the Company which are
issuable pursuant to the terms of the WorldPort Communications, Inc. 2000 Long-
Term Stock Incentive Plan (the "Plan"). This opinion is an exhibit to the
Registration Statement.
We have at times acted as counsel to the Company with respect to
certain corporate and securities matters, and in such capacity we are familiar
with certain corporate and other proceedings taken by or on behalf of the
Company in connection with the proposed offer and sale of the Shares as
contemplated by the Registration Statement. However, we are not general counsel
to the Company and would not ordinarily be familiar with, or aware of, matters
relating to the Company unless they are brought to our attention by
representatives of the Company. We have examined copies (in each case signed,
certified or otherwise proven to our satisfaction to be genuine) of the
Company's Certificate of Incorporation, as presently in effect, its By-Laws, as
presently in effect, minutes and other instruments evidencing actions taken by
the Company's directors and stockholders, the Plan and such other documents and
instruments relating to the Company and the proposed Plan as we have deemed
necessary under the circumstances. In our examination of all such agreements,
documents, certificates and instruments, we have assumed the genuineness of all
signatures and the authenticity of all agreements, documents, certificates and
instruments submitted to us as originals and the conformity with the originals
of all agreements, instruments, documents and certificates submitted to us as
copies. With respect to any matters concerning Delaware general corporate law
involved in the opinions set forth below, any such opinions are based upon our
reasonable familiarity with the Delaware General Corporation Law as a result of
our reading of standard published
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WorldPort Communications, Inc.
January 18, 2001
Page 2
compilations of such laws. Insofar as this opinion relates to securities to be
issued in the future, we have assumed that all applicable laws, rules and
regulations in effect at the time of such issuance are the same as such laws,
rules and regulations in effect as of the date hereof.
Based on the foregoing, and subject to and in reliance on the accuracy
and completeness of the information relevant thereto provided to us, it is our
opinion that the Shares have been duly authorized and, when issued in accordance
with the terms set forth in the Plan (including upon the proper exercise of
options granted pursuant to the Plan), the Shares will be validly issued, fully
paid and nonassessable.
It should be understood that nothing in this opinion is intended to
apply to any disposition of the Shares which any recipient thereof might propose
to make.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the securities or "Blue Sky" laws of any state.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph, without our express written consent, and no party other than you is
entitled to rely on it. This opinion is rendered to you as of the date hereof
and we undertake no obligation to advise you of any change, whether legal or
factual, after the date hereof.
Very truly yours,
/s/ Swidler Berlin Shereff Friedman, LLP
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
