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EXHIBIT 5(a)
June 30, 2000
ViewCast.com, Inc.
2665 Villa Creek Drive
Suite 200
Dallas, TX 75234
Re: Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel for ViewCast.com, Inc., a Delaware corporation
(the "Company"), in connection with the filing of a registration statement on
Form S-3 under the Securities Act of 1933, as amended ("Registration Statement")
with respect to up to 1,334,454 shares of its common stock, par value $0.0001
per share (the "Shares") and 140,000 Redeemable Common Stock Purchase Warrants
(the "Public Warrants"). 988,889 of the Shares are authorized, unissued shares
and have been reserved for issuance upon the exercise of a Warrant dated as of
April 28, 2000, issued by the Company to RP&C International (Guernsey) Limited
(the "RPC Warrant"), and upon conversion of 7% Senior Convertible Debentures Due
2004 issued by the Company (the "Debentures"). Up to 254,065 of the Shares are
shares issuable to certain of the selling securityholders upon exercise of
certain of the Public Warrants and exercise of private warrants. The balance of
the shares, 2,500, are currently issued and outstanding. The Public Warrants are
to be issued upon exercise of certain issued and outstanding private warrants
pursuant to the terms and conditions of those warrants, the Representative's
Warrant Agreement dated as of February 4, 1997, between the Company and Network
1 Financial Securities, Inc. ("the Private Warrant Agreement"), and the Warrant
Agreement dated as of February 4, 1997 between the Company and Continental Stock
Transfer & Trust Company (the "Public Warrant Agreement") (such private
warrants, Public Warrants, Private Warrant Agreement and Public Warrant
Agreement, being collectively referred to as the "Public Warrant Agreements").
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon copies of the RPC Warrant, the
authorized form of the Debentures, the Trust Indenture between the Company and
HSBC Bank USA, as Trustee, dated as of April 28, 2000, pursuant to which the
Debentures were issued, copies of the Public Warrant Agreements and, where we
have deemed appropriate, representations or certificates of officers of the
Company or public officials. We have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all documents
submitted to us as copies.
Based on the foregoing, we are of the opinion that:
1. The Shares and Public Warrants that are being registered
pursuant to the Registration Statement have been duly
authorized.
2. The 988,889 Shares referenced above, when issued and paid for
in accordance with the terms of the RPC Warrant and the
Debentures, as applicable, will be validly issued, fully paid
and non-assessable.
3. The 2,500 Shares referenced above are validly issued, fully
paid and non-assessable.
4. The 140,000 Public Warrants and the 131,565 Shares included in
the Registration Statement, issuable upon exercise of the
Public Warrants, when issued and paid for in accordance with
the Public Warrant Agreements, will be validly issued, fully
paid and non-assessable.
5. The 122,500 Shares included in the Registration Statement,
issuable upon exercise of the private warrants issued pursuant
to the Private Warrant Agreement, when issued and paid for in
accordance with the Private Warrant Agreement and private
warrants, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our Firm's name therein.
Very truly yours,
Haynes and Boone, LLP
