Exhibit 5.1
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MERITZ & MUENZ LLP
COUNSELORS AT LAW
THREE HUGHES PLACE
DIX HILLS, NEW YORK 11746
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Telephone: (631) 242-7384
Facsimile: (631) 242-6715
E-mail: Lmuenz@optonline.net
February 4, 2004
iVoice, Inc.
750 Highway 34
Matawan, New Jersey 07747
Re: Registration Statement on Form SB-2
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Ladies and Gentlemen:
We have acted as counsel to iVoice, Inc., a New Jersey corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form SB-2 (File No. 333-111695) (the "Registration Statement") with
respect to the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of an aggregate of 4,700,000,000 shares of Class A common
stock, no par value per share, of the Company (the "Class A Common Stock"),
which includes (i) 306,060,606 shares of Class A Common Stock (the "Shares"),
(ii) 3,693,939,394 shares of Class A Common Stock (the "Equity Distribution
Shares") issuable pursuant to a Standby Equity Distribution Agreement dated as
of December 31, 2003, between the Company and Capital Cornell Partners, L.P.
(the "Equity Distribution Agreement"), and (iii) 700,000,000 shares of Class A
Common Stock (the "Conversion Shares") issuable upon the conversion of shares of
the Company's Class B common stock, $.01 par value per share, held by Jerome R.
Mahoney.
We have made such inquiries and reviewed such documents and records as we
have deemed necessary to enable us to express an opinion on the matters covered
hereby, and we have also examined and relied upon representations, statements or
certificates of public officials and officers and representatives of the
Company.
Based upon and subject to the foregoing, we are of the opinion that:
1. the Shares are legally issued, fully paid and non-assessable;
2. the Equity Distribution Shares, when issued and paid for in
accordance with the terms and conditions of the Equity
Distribution Agreement, will be legally issued, fully paid and
non-assessable; and
iVoice, Inc.
February 3, 2004
Page 2
3. the Conversion Shares, when issued and paid for in accordance
with the terms and conditions of the Certificate of
Incorporation of the Company filed with the Secretary of State
of the State of New Jersey on April 25, 2003, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in 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 Securities Act or the rules and
regulations promulgated thereunder.
Very truly yours,
/s/ Mertitz & Muenz LLP
Meritz & Muenz LLP