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Exhibit 5.1
June 8, 2000
e.spire Communications, Inc.
12975 Worldgate Drive
Herndon, Virginia 20170
Ladies and Gentlemen:
You have requested my opinion with respect to the registration by
e.spire Communications, Inc. , a Delaware corporation (the "Company"), pursuant
to a Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of an aggregate of 1,600,000 shares of the
Company's common stock, $.01 par value per share (the "Common Stock" or "Common
Shares"), consisting of shares which may be issued to Participants (as defined
in the Annual Performance Plan, as amended (the "Plan")) pursuant to the Plan.
In so acting, I have examined original or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as I have deemed relevant and necessary to
form a basis for the opinions hereinafter expressed. In conducting such
examination, I have assumed (i) that all signatures are genuine, (ii) that all
documents and instruments submitted to me as copies conform with the originals
and (iii) the due execution and delivery of all documents where due execution
and delivery are a prerequisite to the effectiveness thereof. As to any facts
material to this opinion, I have relied upon statements and representations of
officers and other representatives of the Company and certificates of public
officials and have not independently verified such facts.
Based upon the foregoing, it is my opinion that the Shares which may be
issued pursuant to the Plan, will be duly authorized, validly issued, fully paid
and non-assessable when issued and sold as contemplated by the Registration
Statement.
I hereby consent to the use of this opinion letter as Exhibit 5.1 to the
Registration Statement.
/s/
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Juliette Williams Pryor, Esq.
Senior Vice President, General Counsel and
Secretary
