Exhibit 5.1
DE MARTINO FINKELSTEIN ROSEN & VIRGA
A Partnership Consisting of Professional Corporations
1818 N Street, N.W., Suite 400
Washington, D.C. 20036-2492
Telephone (202) 659-0494 * Telecopier (202) 659-1290
E-Mail Address: Buslaw@mail.dfrv.com
Paula A. Argento
Neil R.E. Carr NEW YORK OFFICE
Ralph V. De Martino _____
Steven R. Finkelstein * 90 Broad Street, Suite 1700
Caroline George New York, New York 10004-2205
B. Henry Perez Telephone (212) 363-2500
Keith H. Peterson * Telecopier (212) 363-2723
Jeffrey S. Rosen
Gerard A. Virga *
*Not Admitted To District Of Columbia Bar
December 4, 1998
Board Of Directors
I-Link Incorporated
13751 S. Wadsworth Park Drive
Suite 200
Draper, Utah 84020
Re: Registration Statement On Form S-3
Gentlemen:
We have acted as counsel to I-Link Incorporated, a Florida corporation
(the "Company"), in connection with the preparation and filing by the
Company of a registration statement on Form S-3, File No. 333-62953 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") relating to the resale by the holders thereof of up to
8,708,052 shares of common stock, par value $.007 per share (the "Common
Stock" or the "Securities"). The Securities are to be issued by the
Company (i) upon conversion of the Company's Series F Preferred Stock, par
value $10.00 per share (the "Series F Preferred Stock") of the Company,
(ii) as payment of accrued dividends (and dividends to become due), in lieu
of cash, to holders of the Series F Preferred Stock and (iii) upon issuance
of certain warrants.
We have examined the Articles of Incorporation, as amended, and Bylaws
of the Company, the Designation of Preferences for the Series F Preferred
Stock, the minutes of various meetings and consents of the Board of
Directors of the Company, forms of certificates representing the
Securities, originals or copies of all such records of the Company,
agreements, certificates of public officials, certificates of officers and
representatives of the Company and others, and such other documents,
certificates, records, authorizations, proceedings, statutes and judicial
decisions as we have deemed necessary to form the basis of the opinion
expressed herein. In connection with the preparation of this opinion, we
have reviewed such questions of law as we have deemed necessary.
We are of the opinion that the 8,708,052 shares of Common Stock
(including those shares to be issued by the Company pursuant to dividends to
become payable on the Series F Preferred Stock) have been duly authorized and
reserved for issuance and, when such shares of Series F Preferred Stock are
converted, such warrants are exercised, or such dividends are declared and
such shares of Common Stock are issued all in accordance with the terms of the
Designation of Preferences governing the Series F Preferred Stock, such shares
of Common Stock will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to be named in the Registration Statement and the
Board of Directors
I-Link Incorporated
December 4, 1998
Page 2
prospectus contained therein as attorneys who have passed upon legal
matters in connection with the offering of the securities described therein
under the caption "Legal Matters." We further consent to your filing a
copy of this opinion as an exhibit to the Registration Statement.
De Martino Finkelstein Rosen & Virga
By: s/ Ralph V. De Martino
Ralph V. De Martino, a Principal
cc: David E. Hardy, Esquire