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August 11, 2000
Universal Broadband Networks
2030 Main Street, Suite 550
Irvine, CA 92614
Re: Registration Statement on Form S-3 (File No. 333_______)
Dear Ladies and Gentlemen:
We are acting as counsel for Universal Broadband Networks, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of 9,139,000 shares of Common Stock,
$.001 par value (the "Common Stock"), of the Company, to be offered and sold by
certain shareholders of the Company (the "Selling Shareholders"). In this regard
we have participated in the preparation of a Registration Statement on Form S-3
relating to such 9,139,000 shares of Common Stock.
We are of the opinion that the shares of Common Stock to be offered and
sold by the Selling Shareholders have been duly authorized and legally issued
and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
/S/ Pillsbury Madison & Sutro LLP
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