Exhibit 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-7787 47, Avenue Hoche
FAX (212) 715-8047 75008 Paris
France
October 12, 2000
iVoice.com, Inc.
750 Highway 34
Matawan, NJ 07747
Registration Statement on Form SB-2
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Ladies and Gentlemen:
We have acted as counsel to iVoice.com, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of a Registration
Statement on Form SB-2 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission"), with respect to the registration for
resale under the Securities Act of 1933, as amended (the "Act"), of 48,800,000
shares of the Company's common stock, par value $.01 per share (the "Shares"),
issued by the Company to the selling stockholders named in the Registration
Statement (those 48,800,000 shares, the "Shares"), as follows:
(i) 38,6100,000 Shares, that may be issued to Swartz Private Equity,
LLC ("Swartz") in accordance with the terms of an investment agreement between
the Company and Swartz dated August 17, 2000 (the "Investment Agreement")
(including upon exercise of warrants which may be issued to Swartz in accordance
with the terms of the Investment Agreement);
(ii) 5,490,000 Shares issuable upon exercise of a warrant to
purchase shares of the Company's common stock (the "Warrant") issued to Swartz
as a commitment fee for entering in the Investment Agreement;
(iii) 4,200,000 Shares issuable upon the conversion of the
outstanding principal amount of, and interest and other amounts due under, the
Company's 12% senior convertible debentures due December 1, 2000 (the
"Debentures"), including any shares issued in consideration of default charges;
and
(iv) 500,000 Shares (the "Issued Shares") issued to Lawrence A.
Muenz (of which 50,000 Shares were issued to Mr. Muenz in a custodial capacity)
in consideration for legal services rendered by Mr. Muenz to the Company.
In connection with the registration of the Shares, we have reviewed
such documents and records as we have deemed necessary to enable us to express
an opinion on the matters covered hereby, including but not limited to the
Investment Agreement, the Debentures, the Warrant and copies of resolutions of
the Company's board of directors authorizing the issuance of the Shares and
their registration pursuant to the Registration Statement. In rendering this
opinion, we have (a) assumed (i) the genuineness of all signatures on all
documents examined by us, (ii) the authenticity of all documents submitted to us
as originals, and (iii) the conformity to original documents of all documents
submitted to us as photostatic or conformed copies and the authenticity of the
originals of such copies; and (b) relied on (i) certificates of public officials
and (ii) as to matters of fact, statements and certificates of officers and
representatives of the Company.
Based upon the foregoing, we are of the opinion that the Shares that
the Issued Shares are validly issued, fully paid and non-assessable, and that
all other Shares when issued in accordance with the Investment Agreement, the
Warrant and the Debentures, as the case maybe, will be validly issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP