Law Offices
RICHARD P. GREENE, P.A.
International Building
2455 East Sunrise Boulevard
Suite 905
Fort Lauderdale, Florida 33304
______________
Telephone: (954) 564-6616
Fax: (954) 561-0997
July 15, 2002
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Space Telecom, Inc. (the "Company")
Gentlemen:
This opinion is given in connection with the registration of an
aggregate of 2,717,100 shares (the "Shares") of common stock, of which 1,400,000
shares are offered by the Company and 1,317,100 are being registered for the
benefit of certain selling shareholders, included in a Registration Statement on
Form SB-2, filed with the U.S. Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended.
We have acted as counsel to the Company only in connection with the
preparation of the Form SB-2 Registration Statement pursuant to which the Shares
were registered, in so acting, have examined the originals and copies of
corporate instruments, certificates and other documents of the Company and
interviewed representatives of the Company to the extent we deemed it necessary,
in order to form the basis for the opinion hereinafter set forth. In such
examination we have assumed the genuineness of all signatures and authenticity
of all documents submitted to us as certified or photostatic copies. As to all
questions of fact material to this opinion which have not been independently
established, we have relied upon statements or certificates of officers or
representatives of the Company.
Of the 2,717,100 shares of common stock being registered, the
1,400,000 being offered by the Company are now authorized but unissued shares
and the 1,317,100 being registered for the benefit of the selling stockholders
are currently issued and outstanding.
Based on, and subject to the foregoing, we are of the opinion
that (i) the 1,400,000 Shares being offered by the Company, when issued and sold
pursuant to this Registration Statement, will be legally issued, fully paid and
non-assessable and there will be no personal liability to the owners thereof;
and (ii) the 1,317,100 being registered for the benefit of the selling
stockholders are legally issued, fully paid and non-assessable and there is no
personal liability to the owners thereof.
U.S. Securities and Exchange Commission
Page Two
This law firm hereby consents to the use of this opinion in connection
with the Company's Registration Statement and the inclusion of this opinion as
an Exhibit thereto.
Very truly yours,
RICHARD P. GREENE, P.A.
Richard P. Greene
For the Firm
