EXHIBIT 5.1
June 16, 2000
Securities and Exchange Commission Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to Telscape International, Inc., a Texas corporation (the
"Company") which is filing a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission"). Pursuant to the Registration Statement, the Company intends to
register under the Securities Act of 1933, as amended, a total of 4,555,000
shares (the "Shares") of common stock, par value $.001 per share (the "Common
Stock"), of the Company.
The Shares represent (i) 1,500,000 shares of Common Stock which are
issuable upon the exercise of options granted and to be granted pursuant to the
2000 Pay For Performance Stock Option Plan (the "Performance Plan"); (ii)
2,000,000 shares of Common Stock which are issuable upon the exercise of options
granted and to be granted pursuant to the 2000 Executive Market Value
Appreciation Stock Option Plan (the "Appreciation Plan"); (iii) 300,000 shares
of Common Stock which are issuable upon the exercise of options granted and to
be granted pursuant to the 2000 Incentive Stock Option Plan (the "ISOP"); (iv)
200,000 shares of Common Stock which are issuable upon the exercise of options
granted and to be granted pursuant to the 2000 Executive Long-Term Plan (the
"Executive Plan"); (v) 500,000 shares of Common Stock which are issuable upon
the exercise of options granted pursuant to the 2000 Non-Employee Director Stock
Option Plan (the "Director Plan"); and (vi) 55,000 shares issued pursuant to
individual option agreements. The Performance Plan, the Appreciation Plan, the
ISOP, the Executive Plan and the Director Plan are referred to collectively as
the "Plans."
The opinion hereinafter set forth is given to the Commission at the request
of the Company pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation
S-K. The only opinion rendered by this firm consists of the matter set forth
below (our "Opinion"), and no opinion is implied or to be inferred beyond such
matter. Additionally, our opinion is based upon and subject to the
qualifications, limitations, and exceptions set forth in this letter.
Our opinion is furnished for the benefit of the Commission solely with
regard to the Registration Statement, may be relied upon by the Commission only
in connection with the Registration Statement, and may not otherwise be relied
upon, used, quoted, or referred to by, or filed with, any other person or entity
without our prior written permission.
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In rendering our Opinion, we have examined such agreements, documents,
instruments, and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including without limitation the
Plans. In making all of our examinations, we assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
and the due execution and delivery of all documents by any persons or entities
other than the Company where due execution and delivery by such persons or
entities is a prerequisite to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers of the
Company and a certificate of a public official. We have not independently
verified or investigated, nor do we assume any responsibility for, the factual
accuracy or completeness of such factual statements.
We do not herein express any opinion concerning any matter respecting or
affected by any laws other than the laws of the State of Texas and the federal
laws of the United States that are now in effect and that, in the exercise of
reasonable professional judgment, are normally considered in transactions such
as those contemplated by the issuance of the Shares pursuant to the Plans. The
Opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof, and we expressly disclaim any obligation to
advise you of changes to such pertinent laws or facts that hereafter may come to
our attention.
Based upon and subject to the foregoing, we are of the Opinion that the
Shares, when issued in accordance with the terms of the Plans and option
agreements against payment in full of the purchase price therefor, will be
validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Sincerely yours,
/S/ Thompson Knight Brown Parker & Leahy L.L.P.
Thompson Knight Brown Parker & Leahy L.L.P.
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