EXHIBIT 5
[CENTENNIAL COMMUNICATIONS CORP. LETTERHEAD]
June 22, 2000
Centennial Communications Corp.
1305 Campus Parkway
Neptune, NJ 07753
Dear Sirs:
I am General Counsel to Centennial Communications Corp., a Delaware
corporation (the "Company"), and have acted as such in connection with the
Registration Statement on Form S-8 (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended, and the rules and
regulations thereunder (the "Act"), relating to the registration of 600,000
shares (the "Shares") of Class A Common Stock, par value $0.01 per share, of the
Company. The Shares are to be issued pursuant to the Centennial Communications
Corp. and its Subsidiaries Employee Stock Purchase Plan (the "Plan").
I have participated in the preparation of the Registration Statement, and
have reviewed the corporate proceedings in connection with the adoption of the
Plan. I also have examined and relied upon originals or copies, certified or
otherwise authenticated to my satisfaction, of all such corporate records,
documents, agreements, and instruments relating to the Company, and certificates
of public officials and of representatives of the Company, have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as I have deemed proper and
necessary as a basis for the rendering of this opinion.
Based upon, and subject to, the foregoing, I am of the opinion that the
Shares are duly authorized and, when issued and delivered in accordance with the
terms of the Plan against payment therefor, and assuming compliance with
applicable securities laws and no change in the applicable law or pertinent
facts (including that, after any such issuance, the number of shares of Class A
Common Stock outstanding will not exceed the number the Company is then
authorized to issue under its Amended and Restated Certificate of
Incorporation), will have been validly issued, fully paid, and non-assessable.
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I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Tony L. Wolk
Tony L. Wolk, General Counsel
