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
December 20, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 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 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 an aggregate of 50,000,000 shares of
iVoice's Class A common stock, par value $.001 per share (the "Shares"), issued
or issuable by iVoice to Beacon Capital, LLC ("Beacon Capital"), the selling
stockholder named in the Registration Statement as follows:
1. 49,500,000 Shares that iVoice may issue to Beacon Capital upon conversion
of $150,000 of iVoice's 8% convertible debentures (the "Debenture"); and
2. 500,000 Shares that iVoice may issue upon exercise of a warrant iVoice
issued to Beacon Capital as a commitment fee for purchasing the Debenture
(the "Warrant").
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
Debenture, the 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 Shares, when
issued in accordance with the terms of the Debenture and the Warrant, 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 "Expert and
Counsel" 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