Exhibit 5.1
Holland & Knight LLP
2100 Pennsylvania Avenue
Suite 400
Washington, D.C. 20037
December 27, 2000
Dial-Thru International Corporation
700 South Flower
Suite 2950
Los Angeles, California 90017
Re: Dial-Thru International Corporation -- Registration Statement on
Form S-3 (File No. 333-______)
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-3 (File No. 333-______), filed by Dial-Thru International
Corporation (the "Company"), with the Securities and Exchange Commission,
for the purpose of registering under the Securities Act of 1933 an aggregate
of 2,254,285 shares (the "Shares") of the authorized common stock, par
value $.001 per share (the "Common Stock"), of the Company being offered to
the public.
In connection with the foregoing registration, we have acted as counsel
for the Company, and have examined originals, or copies certified to our
satisfaction of all such corporate records of the Company, certificates of
public officials and representatives of the Company, and other documents as
we deemed it necessary to require as a basis for the opinion hereafter
expressed.
Based on the foregoing, and having regard for legal considerations that
we deem relevant, it is our opinion that the Shares, when issued and
delivered in accordance with the terms of the instruments governing their
issuance, will be duly authorized, legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" in the Registration Statement. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ Holland & Knight LLP
Holland & Knight LLP
