OPINION OF COUNSEL, JODY M. WALKER
Exhibit 5.1
[JODY M. WALKER - LETTERHEAD]
November 16, 2000
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Guinness Telli*Phone Corporation
Form S-8 Registration Statement
OPINION OF COUNSEL
Ladies and Gentlemen:
OPINION OF COUNSEL
I have acted as counsel to Guinness Telli*Phone Corporation
(the"Company") in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement"). The
Registration Statement covers the registration under the Securities Act
of 1933, as amended, of 2,000,000 shares of the Company's common stock,
$.001 par value per share (the "Shares"), pursuant to the Company's
employee and consultant benefit plan entitled the "Guinness Telli*Phone
Corporation Stock Option Plan," adopted by the Board of Directors of
the Company on September 30, 1998 (the "Plan") and thereafter amended
on November . As such, we have examined the Registration
Statement, the Company's Articles of Incorporation and Bylaws, as
amended, and minutes of meetings of its Board of Directors.
Based upon the foregoing, and assuming that the Shares will be
issued as set forth in the Plan and Registration Statement, at a time
when effective, and that the Company will fully comply with all
applicable securities laws involved under the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated pursuant to said Acts, and in those
states or foreign jurisdictions in which the Shares may be sold, we are
of the opinion that, upon proper and legal issuance of the Shares
according the Registration Statement and receipt of the consideration
to be paid for the Shares, the Shares will be validly issued, fully
paid and nonassessable shares of Common Stock of the Company. This
opinion does not cover any matters related to any re-offer or re-sale
of the Shares by any Plan Beneficiaries, once properly and legally
issued pursuant to the Plan as described in the Registration Statement.
This opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our prior written
consent. This opinion is based on our knowledge of the law and facts as
of the date hereof.
This opinion does not address or relate to any specific state
securities laws. We assume no duty to communicate with the Company in
respect to any matter which comes to our attention hereafter.
<PAGE>10
U.S. Securities and Exchange Commission
November 16, 2000
Page 2
CONSENT
I consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the
prospectus which is made a part of the Registration Statement.
Sincerely,
/s/ Jody M. Walker
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Jody M. Walker
