EXHIBIT 5
COHEN & COHEN
445 Park Avenue
New York, NY 10022
June 13, 2000
Board of Directors
EuroWeb International Corp.
445 Park Avenue
New York, NY 10022
Re: Registration Statement on Form S-3
Gentlemen:
Reference is made to the registration statement (the "Registration Statement"),
which EuroWeb International Corp. (the "Company") is filing on this date with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the registration of 882,495 shares of the Common Stock of the
Company.
Pursuant to your request, we have examined those of the Company's records
deemed relevant by us for the purpose of furnishing you with our opinion
concerning the legality and validity of issuance of the shares of Common Stock
of the Company covered by the Registration Statement.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing as a corporation
under the laws of the State of Delaware.
2. All of the shares of Common Stock proposed to be registered by the
Registration Statement on behalf of the Selling Stockholders are validly
issued, fully paid and non-assessable by the Company with no personal
liability attaching to the ownership thereof.
We herewith give our consent to the use of this opinion as an exhibit to the
herein referred to Registration Statement and to the use of our name therein.
Very truly yours,
COHEN & COHEN
/s/Frank R. Cohen
_________________
Frank R. Cohen
II-4
