EXHIBIT 5.1
December 13, 2000
Board of Directors
Talk.com Inc.
12020 Sunrise Valley Drive
Reston, Virginia 20190
Gentlemen:
I am general counsel to Talk.com Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with the Company's filing
pursuant to the Securities Act of 1933, as amended, of the Registration
Statement on Form S-8 (the "Registration Statement"), relating to the issuance
of 8,194,309 shares (the "Option Shares") of the Company's common stock, par
value $0.01 per share, upon the exercise of certain non-qualified stock options
and incentive stock options (collectively, the "Options") granted to officers,
directors and employees of the Company and its subsidiaries.
I have examined such corporate records of the Company, including its
Amended and Restated Certificate of Incorporation, as amended, its Bylaws and
resolutions of its Board of Directors, as well as such other documents as I
deemed necessary for rendering the opinion hereinafter expressed.
On the basis of the foregoing, I am of the opinion that the Option
Shares have been duly authorized by the Board of Directors of the Company and,
upon exercise of the Options and payment of the option price of such Options as
provided therein, the Option Shares will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name therein.
Sincerely yours,
/s/ Aloysius T. Lawn, IV
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General Counsel and Secretary
