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EXHIBIT 5.1
DORSEY & WHITNEY LLP
250 Park Avenue
New York, New York 10177
Telephone: (212) 415-9200
Fax: (212) 953-7201
August 2, 2000
e.spire Communications, Inc.
12975 Worldgate Drive
Herndon, Virginia 20170
Re: registration Statement on Form S-3 (File No. 333-37230)
Ladies and Gentlemen:
We have acted as counsel to e.spire Communications, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
96,444 shares (the "Shares"), of the Company's common stock, $.01 par value
per share (the "Common Stock").
As such counsel, we have participated in the preparation of the
Registration Statement and have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed relevant and necessary
to form a basis for the opinions hereinafter expressed. In conducting such
examination, we have assumed (i) that all signatures are genuine, (ii) that all
documents and instruments submitted to us as copies conform with the originals,
and (iii) the due execution and delivery of all documents where due execution
and delivery are prerequisite to the effectiveness thereof. As to any facts
material to this opinion, we 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 solely upon the foregoing, it is our opinion that the Shares to
be sold by the shareholders of the Company as described in the Registration
Statement have been validly issued, fully paid non-assessable.
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e.spire Communications, Inc.
August 2, 2000
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We are admitted to the Bar of the State of New York, and we express no
opinion with respect to the laws of any other jurisdiction, except the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus, constituting part of the Registration
Statement relating to the registration of the Shares.
Very truly yours,
/s/ Dorsey & Whitney LLP
