August 1, 2000
International FiberCom, Inc.
3410 East University, Suite 180
Phoenix, Arizona 85034
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
International FiberCom, Inc., an Arizona corporation (the "Company"), with
respect to 3,000,000 shares of Common Stock, par value $.001 per share (the
"Shares"), of the Company to be offered and sold from time to time pursuant to
the Company's 1997 Incentive Stock Option Plan (the "Plan"). As counsel for the
Company, we have assisted in the preparation of a Registration Statement on Form
S-8 to be filed by the Company with the Securities and Exchange Commission to
effect the registration of the Shares under the Securities Act of 1933, as
amended.
In this connection, we have examined the Articles of Incorporation and
Bylaws of the Company, records of proceedings of the Board of Directors and
stockholders of the Company, and such other records and documents as we have
deemed necessary or advisable to render the opinion contained herein. Based upon
our examination and inquiries, we are of the opinion that the Shares, when
issued pursuant to the terms and conditions of the Plan, will be duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement described above.
Very truly yours,
/s/ Christian J. Hoffmann, III
For the Firm
