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EXHIBIT 5.1
October 5, 2000
Nucentrix Broadband Networks, Inc.
230 Chisholm Place, Suite 200
Plano, Texas 75075
Ladies and Gentlemen:
We have acted as counsel for Nucentrix Broadband Networks, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
registration under the Securities Act of 1933 (the "Act") of 400,000 additional
shares (as such number may be adjusted from time to time pursuant to the
provisions of the Plan (defined below)) of common stock, par value $0.001 per
share, of the Company (the "Shares") which may be offered from time to time
under the Nucentrix Broadband Networks, Inc. First Amended and Restated 1999
Share Incentive Plan as amended by the First Amendment to the Nucentrix
Broadband Networks, Inc. First Amended and Restated 1999 Share Incentive Plan
(the "Plan").
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the registration statement on Form S-8
registering the Shares, (ii) the Amended and Restated Certificate of
Incorporation of the Company, as filed with the Secretary of State of the State
of Delaware, (iii) the Restated Bylaws of the Company, (iv) minutes of meetings
of, and resolutions adopted by, the Board of Directors of the Company and the
stockholders of the Company authorizing the amendment to the Plan, and (v) the
Plan.
We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed are genuine, (iii) all documents submitted to us as originals are true
and complete, (iv) all documents submitted to us as copies are true and
complete copies of the originals thereof, and (v) all persons signing in a
representative capacity were authorized to do so.
Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares, when
issued by the Company pursuant to the terms of the Plan, will be legally
issued, fully paid and non-assessable.
This opinion is limited in all respects to the laws of the Delaware
General Corporation Law and the federal laws of the United States of America.
Please be advised that we are not licensed to practice law in the State of
Delaware.
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This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ VINSON & ELKINS, L.L.P.
