Exhibit 5.1
LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
1100 BANK OF AMERICA PLAZA
50 WEST LIBERTY STREET
RENO, NEVADA 89501
(775) 788-8666
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FAX (775) 788-8682
August 17, 2000
FiberCore, Inc.
253 Worcester Road, P.O. Box 180
Charlton, MA 01507
Re: FiberCore, Inc. Registration Statement on Form S-3
for 9,442,757 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special Nevada counsel to FiberCore, Inc., a Nevada
corporation (the "Company"), in connection with the proposed issuance and sale
by the Company of up to 9,442,757 shares of the Company's Common Stock (the
"Shares") pursuant to the Company's Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"). Capitalized terms used
herein and not otherwise defined shall have the meaning set forth in the
Registration Statement.
This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
The Shares consist of (i) 4,200,000 shares of common stock of the Company
that the company intends to sell from time to time (the "Shelf Shares"), (ii)
1,886,145 shares of the common stock of the Company (the "Issued Shares"),
previously issued to Crescent International Ltd. ("Crescent") (iii) 699,726
shares of common stock of the Company issuable upon exercise of warrants (the
"Crescent Warrants") issued to Crescent, (iv) 2,200,000 shares of common stock
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of the Company issuable upon conversion of the $5.5 million of outstanding
convertible debt pursuant to two notes (the "Notes") issued by the Company to
Crescent and (v) 456,886 shares of common stock of the Company issuable upon
exercise of warrants (the "Gruntal Warrants") issued to Gruntal & Co., LLC (the
Crescent Warrants and the Gruntal Warrants are referred to collectively as the
"Warrants"; the Shares described in items (iii), (iv) and (v) are referred to
collectively as the "Future Shares").
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of the
Shares and the Warrants and the Note. We have relied upon the certificates of
all public officials and corporate officers and the certificate of the Transfer
Agent for the Company as to the number of shares of the Company's common stock
which are issued and outstanding, with respect to the accuracy of all matters
contained therein. Based on such review, we are of the opinion
1. The Issued Shares have been duly authorized and legally issued and are
fully paid and nonassessable.
2. The Future Shares have been duly authorized and, assuming that the
certificates representing such shares are duly executed and delivered, when
issued and paid for in accordance with the terms of the respective Warrants and
the Notes, the Future Shares will be legally issued, fully paid and
nonassessable.
3. Assuming (i) adoption by the Company's Board of Directors of a
resolution (the "Issuing Resolution") in form and content as required by
applicable law authorizing issuance of the Shelf Shares and (ii) the
certificates representing such shares are duly executed and delivered, when
issued and paid for in accordance with the Issuing Resolution, the Shelf Shares
will be duly authorized, legally issued, fully paid and nonassessable.
Nothing herein shall be deemed an opinion as to the laws of any
jurisdiction other than the State of Nevada.
This opinion is intended solely for the use of the Company and its
shareholders in connection with issuance of the Shares. It may not be relied
upon by any other person or for any other purpose, or reproduced or filed
publicly by any person, without the written consent of this firm.
Notwithstanding the foregoing, we consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and to the reference to this firm
under the caption "Legal Matters" in the prospectus which is part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the
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Act, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours
Lionel Sawyer & Collins
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