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Exhibit 5
FAEGRE & BENSON LLP
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2500 REPUBLIC PLAZA, 370 SEVENTEENTH STREET
DENVER, COLORADO 80202-4004
TELEPHONE 303-592-9000
FACSIMILE 303-820-0600
June 8, 2000
ACT Teleconferencing, Inc.
1658 Cole Boulevard, Suite 130
Golden, CO 80401
RE: REGISTRATION ON FORM S-1 MEF
Ladies and Gentlemen:
You have requested our opinion as counsel for ACT Teleconferencing, Inc., a
Colorado corporation, in connection with your registration statement on Form S-1
under the Securities Act of 1933, as amended, and the rules and regulations
promulgated under the Securities Act, for an offering of 50,000 shares of ACT
common stock, no par value; 212,500 warrants, each of which entitles the holder
to purchase one share of common stock; and the 212,500 warrant shares underlying
the warrants.
We have examined ACT's Form S-1 filed with the Securities and Exchange
Commission on or about March 10, 2000 (333-32156), Amendment No. 1 thereto filed
on or about May 2, 2000, Amendment No. 2 filed on or about May 22, 2000, and
Form S-1 MEF filed on or about June 8, 2000. We have also examined the amended
and restated articles of incorporation of ACT as on file with the Secretary of
State of the State of Colorado, the amended and restated bylaws and the minute
book of ACT, various exhibits filed in connection with the registration
statement, and other documents as we have deemed necessary to provide a basis
for the opinion expressed in this opinion. We have also consulted with officers
and directors of ACT to clarify, confirm, or supplement the foregoing
documentation.
Based on the foregoing, it is our opinion that the shares of common stock
and the warrant shares, when issued as contemplated in the registration
statement, will be legally and validly issued, will be fully paid and
non-assessable, and all of the necessary corporate action on the part of ACT
will have been taken to authorize the sale of the shares. In addition, the
warrants, when issued as contemplated in the registration statement, will be
legally and validly issued, and all corporate action by ACT will have been taken
to authorize their issuance.
We consent to the filing of this opinion as an exhibit to the registration
statement and consent to the use of our name under the caption "Legal Matters"
in the prospectus.
Very truly yours,
/s/ FAEGRE & BENSON LLP
Faegre & Benson LLP
