September 28, 2000
U.S. Wireless Data, Inc.
750 Lexington Avenue, 20th Floor
New York, New York 10022-1200
Ladies and Gentlemen:
We are counsel to U.S. Wireless Data, Inc., a Colorado corporation (the
"Company"), and in such capacity have examined the Company's Registration
Statement on Form S-8 (the "Registration Statement"), being filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of the offering of a maximum of shares
7,393,653 (the "Shares") of the Company's Common Stock, to be issued pursuant to
the exercise of non-qualified stock options issued to: Rod L. Stambaugh (449,940
shares underlying option issued as of May 13, 1999); Robert E. Robichaud
(218,713 shares underlying option issued as of May 13, 1999; Charles Leone
(350,000 shares underlying option issued as of February 12, 2000); Barry A.
Kaplan (250,000 shares underlying option issued as of March 29, 2000); Edwin M.
Cooperman (250,000 shares underlying option issued as of March 29, 2000);
Michael S. Falk (250,000 shares underlying option issued as of March 29, 2000);
Amy L. Newmark (250,000 shares underlying option issued as of March 29, 2000)
and Dean M. Leavitt (5,375,000 shares underlying warrants issued as of May 3,
1999) (collectively the "Shares"). We are familiar with the proceedings
undertaken by the Company in connection with the authorization, reservation and
registration of the Shares. Additionally, we have examined such questions of law
and fact as we have considered necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, upon issuance, delivery and payment therefor as contemplated by
the various agreements referenced above, will be validly issued, fully paid and
nonassessable.
We hereby consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
IRELAND, STAPLETON, PRYOR & PASCOE, P.C.
By: /s/ John G. Lewis
John G. Lewis, Vice President
