SOMMER & SCHNEIDER LLP
595 STEWART AVENUE, SUITE 710
GARDEN CITY, NEW YORK 11530
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Herbert H. Sommer TELEPHONE (516) 228-8181
Joel C. Schneider FACSIMILE (516) 228-8211
June 22, 2000
Global Telecommunication Solutions, Inc.
317 Madison Avenue, Suite 807
New York, NY 10017
Re: Global Telecommunication Solutions, Inc.
Registration Statement on SB-2
Gentlemen:
We are familiar with the Registration Statement on Form SB-2
to be filed by Global Telecommunication Solutions, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Registration Statement"). The
Registration Statement relates to the offering by the Company and certain
Selling Security Holders of up to 7,604,672 shares of the Company's common stock
(the "Shares"). Of the 7,604,672 Shares, 5,455,762 were issued by the Company in
certain private placements and 2,148,910 will be issued upon the exercise of
outstanding options and warrants.
We are familiar with the Company's Articles of Incorporation
and all amendments thereto, its By-Laws and all amendments thereto, records of
meetings and consents of its Board of Directors and of its stockholders provided
to us by the Company, and its stock records. In addition, we have examined and
relied on the originals or copies certified or otherwise identified to our
satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.
Based on the foregoing, it is our opinion that the Company has
corporate power adequate for the issuance of the Shares in accordance with the
Registration Statement. The Company has taken all necessary corporate action
required to authorize the issuance and sale of the Shares. The 5,455,762
outstanding Shares have been legally issued, fully paid and are non-assessable.
When certificates for the 2,148,910 Shares issuable upon the exercise of the
options and warrants have been duly executed and countersigned, and delivered
against due receipt of consideration therefor as described in the Registration
Statement, the Shares will be legally issued, fully paid and non-assessable.
This opinion letter is based as to matters of law solely on the
Delaware General Corporation Law. I express no opinion herein as to any other
laws, statutes, regulations or ordinances.
<PAGE>
Global Telecommunication Solutions, Inc.
June 22, 2000
Page 2
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the incorporated reference to us under the heading
"Legal Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Herbert H. Sommer
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Herbert H. Sommer, Partner
for the firm
