Law Offices of Richard Rossi, P.A.
August 5, 2002
Symphony Telecom Corp.
Re: SEC Registration Statement on Form S-8
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This firm ("Firm") has been engaged as counsel for Symphony Telecom Corp
("Company"), in connection with its proposed registration, under the Securities
Act of 1933, as amended (the "Act"), of Shares of its Common Stock under a Stock
Plan, to compensate for employee and consulting services, by a filing of a
Registration Statement under Form S-8 to which this opinion is a part, to be
filed with the U.S. Securities and Exchange Commission ("Commission").
In connection with rendering the opinion as set forth below, the Firm has
reviewed and examined originals or copies, of, among other things, the
following:
1. Articles of Incorporation of the Company, and any amendments;
2. By-laws of the Company, and any amendments;
3. certification of corporate resolutions by the Board of Directors
relating to the issuance of Common Stock for services;
4. the Stock Plan; and
5. The Company's Registration Statement on Form S-8 and exhibits thereto
as filed with the Commission.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the original documents of all documents
submitted to the Firm as certified or photo static copies, and the authenticity
of the originals of such copies and the truth of all information supplied us. We
have further assumed, among other things, that the recipients of the Shares will
have completed the required services, and/or provided considerations required
under the terms of such related agreements acceptable to the Board of Directors
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter whatsoever, including assumption, or representation. Based upon the
foregoing and in reliance thereof, it is our opinion that, subject to the
limitations set forth herein, the Shares to be issued will paid, legally
issued shares.
This opinion is expressly limited in scope to the Shares enumerated herein which
are to be expressly covered by the referenced Registration Statement and does
not cover any subsequent issuances of shares, if any, pertaining to other
services (such transactions are required to be included in either a new
Registration Statement or a Post-Effective Amendment to the Registration
Statement including updated opinions concerning the validity of issuance of such
shares, and other items), nor does this opinion extend to any other issue.
This opinion is limited (we express no opinion with respect to the laws of any
jurisdiction). We consent to your filing this opinion with the Commission as an
exhibit to the Registration Statement on Form S-8. 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 representations to this firm,
and upon our assumptions as to application of the law and facts as of the date
hereof, including, without limitation, that the Shares are to be supplied under
the direction of the Board of Directors for bona fide services of consultants,
and in no way for capital raising or stock promotion. We assume no duty to
communicate with you with respect to any matters which come to our attention
hereafter.
Sincerely yours,
/s/ LAW OFFICES OF RICHARD ROSSI, P.A.
