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EXHIBIT 5
[GLOBAL TELESYSTEMS, INC. LETTERHEAD]
June 26, 2000
Global TeleSystems, Inc.
4121 Wilson Boulevard
8th Floor
Arlington, Virginia 22203
Ladies and Gentlemen:
I am Deputy General Counsel to Global TeleSystems, Inc., a Delaware
corporation ("GTS"), and have advised GTS in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of the Registration Statement on Form S-8 (the "Registration
Statement") of GTS with respect to 3,000,000 shares (the "Shares") of common
stock, par value $0.10 per share, of GTS ("Common Stock"). The Shares will be
issued by GTS in connection with GTS's U.S. Domestic Employee Stock Purchase
Plan and International Employee Stock Purchase Plan. This opinion is an exhibit
to the Registration Statement.
In that capacity, I have reviewed the Registration Statement and
originals, or copies certified or otherwise identified to my satisfaction, of
other documents, corporate records, certificates and other instruments as I have
deemed necessary or appropriate for purposes of this opinion. In such
examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as copies.
Based upon the foregoing, I am of the opinion that the Shares, when
issued, will be duly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Arnold Y. Dean
Arnold Y. Dean
Deputy General Counsel
