EXHIBIT 5.1
June 29, 2000
FiberCore, Inc.
253 Worcester Road, P.O. Box 180
Charlton, MA 01507
Re: FiberCore, Inc. Registration Statement on Form S-3
for 8,400,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special Nevada counsel to FiberCore, Inc., a Nevada
corporation (the "Company"), in connection with the proposed issuance and sale
by the Company of up to 8,385,871 shares of the Company's Common Stock (the
"Shares") pursuant to the Company's Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"). Capitalized terms used
herein and not otherwise defined shall have the meaning set forth in the
Registration Statement.
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
The Shares consist of (i) 4,200,000 shares of common stock of the Company
that the company intends to sell from time to time (the "Shelf Shares"), (ii)
1,886,145 shares of the common stock of the Company previously issued to the
Selling Shareholder (the "Issued Shares"), (iii) 699,726 shares of common stock
of the Company issuable upon exercise of warrants (the "Warrants") issued to the
Selling Shareholder and (iv) 1,600,000 shares of common stock of the Company
issuable upon conversion of the outstanding principal balance of $4 million on
the $6 million convertible note (the "Note") issued by the Company to the
Selling Shareholder (the Shares described in items (iii) and (iv) are referred
to collectively as the "Future Shares").
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of the
Shares and the Warrants and the Note. We have relied upon the certificates of
all public officials and corporate officers and the certificate of the Transfer
Agent for the Company as to the number of shares of the Company's common stock
which are issued and outstanding, with respect to the accuracy of all matters
contained therein. Based on such review, we are of the opinion
1. The Issued Shares have been duly authorized and legally issued and are
fully paid and nonassessable.
2. The Future Shares have been duly authorized and, assuming that at the
time of such issuance the Company will have sufficient authorized but unissued
shares for such issuance and that the certificates representing such shares are
duly executed and delivered, when issued and paid for in accordance with the
terms of the Warrants and the Note, the Future Shares will be legally issued,
fully paid and nonassessable.
3. Assuming (i) adoption by the Company's Board of Directors of a
resolution (the "Issuing Resolution") in form and content as required by
applicable law authorizing issuance of the Shelf Shares, (ii) at the time of
such issuance the Company will have sufficient authorized but unissued shares
for such issuance and (iii) the certificates representing such shares are duly
executed and delivered, when issued and paid for in accordance with the Issuing
Resolution, the Shelf Shares will be duly authorized, legally issued, fully paid
and nonassessable.
Nothing herein shall be deemed an opinion as to the laws of any
jurisdiction other than the State of Nevada.
This opinion is intended solely for the use of the Company in connection
with issuance of the Shares. It may not be relied upon by any other person or
for any other purpose, or reproduced or filed publicly by any person, without
the written consent of this firm. Notwithstanding the foregoing, we 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 prospectus
which is part of the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act, the rules and regulations of the Securities
and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours
/s/ Lionel, Sawyer & Collins
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Lionel, Sawyer & Collins
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