EXHIBIT 5.1
GS Letterhead
May 2, 2006
Fusion Telecommunications International, Inc.
420 Lexington Avenue, Suite 518
New York, NY 10170
Ladies and Gentlemen:
We have acted as counsel to Fusion Telecommunications International, Inc. (the "Company") in connection with its filing of a registration statement on Form S-1 (Registration No. 333-124206, the "Registration Statement") covering 150,000 shares of common stock, $.01 par value (the "Common Stock") for the benefit of the Selling Shareholder, all as more particularly described in the Registration Statement.
In our capacity as counsel to the Company, we have examined the Company's Certificate of Incorporation and By-laws, as the same exist on the date hereof, including any amendments thereto, and the minutes and other corporate proceedings of the Company.
With respect to factual matters, we have relied upon statements and certificates of officers of the Company. We have also reviewed such other matters of law and examined and relied upon such other documents, records and certificates as we have deemed relevant hereto. In all such examinations we have assumed conformity with the original documents of all documents submitted to us as conformed or photostatic copies, the authenticity of all documents submitted to us as originals and the genuineness of all signature on all documents submitted to us.
On the basis of the foregoing, we are of the opinion that the shares of Common Stock covered by the Registration Statement have been validly authorized and will, when sold as contemplated by the Registration Statement, be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to us under the caption "Legal Matters" in the prospectus constituting part of the Registration Statement.
Very truly yours,
/s/ Gersten Savage
GERSTEN SAVAGE LLP