EXHIBIT 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-9100 47, Avenue Hoche
FAX (212) 715-8000 75008 Paris
France
September 7, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pre-Effective Amendment No. 1
to a Registration Statement on Form SB-2
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Ladies and Gentlemen:
We have acted as counsel to iVoice, Inc., a Delaware corporation
formerly known as iVoice.com, Inc. ("iVoice"), in connection with the
preparation and filing of a pre-effective amendment No. 1 to iVoice's
registration statement on Form SB-2, file No. 333-65814, filed on July 25, 2001
(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 an aggregate of 55,443,750 shares of
iVoice's Class A common stock, par value $.001 per share (the "Shares"), issued
or issuable by iVoice to the selling stockholders named in the Registration
Statement as follows:
1. 35,000,000 Shares that iVoice may issue to Meridian Equities International,
Inc. ("Meridian") upon conversion of $150,000 of iVoice's 8% convertible
debentures (the "$150,000 Debentures");
2. 19,650,000 Shares that iVoice may issue to certain purchasers upon
conversion of $275,000 of iVoice's 8% convertible debentures (the "$275,000
Debentures");
3. 250,000 Shares that iVoice may issue upon exercise of a warrant iVoice
issued to Meridian as a commitment fee for purchasing the $150,000
Debentures (the "Placement Warrant");
4. 171,875 Shares that iVoice may issue upon the exercise of a warrant iVoice
issued to Michael Jacobs of The May Davis Group, Inc. as a placement fee for
finding the purchasers of the $275,000 Debentures (the "Jacobs Warrant");
5. 171,875 Shares that iVoice may issue upon the exercise of a warrant iVoice
issued to Owen May of The May Davis Group, Inc. as a placement fee for
finding the purchasers of the $275,000 Debentures (the "May Warrant"); and
6. 200,000 Shares issued to Finnegan USA in consideration of consulting
services rendered by Finnegan USA to iVoice in accordance with a Consulting
Agreement dated as of March 15, 2001 (the "Issued Shares").
In connection with 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 $150,000
Debentures, the $275,000 Debentures, the Placement Warrant, the Jacobs Warrant,
the May Warrant and copies of resolutions of iVoice'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 (1) the
genuineness of all signatures on all documents examined by us, (2) the
authenticity of all documents submitted to us as originals, and (3) 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 (1) certificates of public officials and (2) as to matters of
fact, statements and certificates of officers and representatives of iVoice.
Based upon the foregoing, we are of the opinion that the Issued Shares
are validly issued, fully paid and non-assessable, and that all other Shares,
when issued in accordance with the terms of the $150,000 Debentures, the
$275,000 Debentures, the Placement Warrant, the Jacobs Warrant and the May
Warrant, as the case may be, for consideration equal to or greater than the par
value at the time of issuance, will be validly issued, fully paid and
non-assessable.
We are attorneys admitted to the Bar of the State of New York, and we
express no opinion as to the laws of any other jurisdiction other than the laws
of the United States of America and the General Corporation Law of the State of
Delaware.
The opinion expressed herein are based upon the laws in effect on the
date hereof, and we assume no obligation to revise or supplement this opinion
should any such law be changed by legislative action, judicial decision, or
otherwise.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the use of our name under the heading "Legal Matters"
in the prospectus forming part of 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