EXHIBIT 5
June 30, 2000
Motient Corporation
10802 Parkridge Boulevard
Reston, Virginia 20191-5416
Motient Corporation
Registration Statement on Form S-8
Dear Sirs:
I have acted as your counsel in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), of a Registration Statement on Form S-8
(the "Registration Statement") relating to 3,100,000 additional shares of Common
Stock, par value $.01 per share ("Common Stock"), of Motient Corporation, a
Delaware corporation ("Motient"), issuable under the Motient Stock Award Plan
and the Motient Employee Stock Purchase Plan (together the "Plans").
In so acting, I have examined the Plans and have examined and relied
upon the originals, or copies certified to my satisfaction, of such records,
documents or other instruments as in my judgment are necessary or appropriate to
enable me to render the opinion set forth below.
Based on the foregoing, I am of the opinion that authorized but not
previously issued shares of Common Stock which may be delivered upon the
exercise of options granted under the Plans or acquired under the Plans have
been duly authorized and when issued in accordance with the terms of the Plans
will be validly issued, fully paid and non-assessable.
In giving the foregoing opinion, I have assumed that at the time any
shares are issued upon exercise of the options or acquired pursuant to the
Plans, a sufficient number of shares of Common Stock which are not then reserved
for issuance for other purposes shall be authorized for issuance to cover the
issuance of such additional shares.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby concede that I
am within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Randy S. Segal
Randy S. Segal
General Counsel
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