Exhibit 5.1
MERITZ & MUENZ LLP
COUNSELORS AT LAW
2021 O Street, NW
Washington, DC 20036
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Telephone: (202) 787-1964
Facsimile: (202) 787-3909
E-mail: Lmuenz@comcast.net
February 2, 2006
iVoice Technology, 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 Technology, Inc., a New Jersey
corporation (the "Company"), in connection with the preparation and filing of
a Registration Statement on Form SB-2 (the "Registration Statement") with
respect to the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of an aggregate of 1,053,506,579 shares of Class A common
stock, no par value per share, of the Company (the "Class A Common Stock"),
which includes (i) 875,000 shares of Class A Common Stock (the "Shares"), and
(ii) 1,052,631,579 shares of Class A Common Stock (the "Equity Distribution
Shares") issuable pursuant to an Amended and Restated Standby Equity
Distribution Agreement, dated as of December 12, 2005, between the Company and
Cornell Capital Partners, L.P. (the "Equity Distribution Agreement").
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we deem
necessary as a basis for the opinion hereafter expressed. With respect to such
examination, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity of the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of appropriate state and local officials, and upon
certificates of executive officers and responsible employees and agents 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 and the terms and conditions of the Certificate of
Incorporation of the Company filed with the Treasurer of the State
of New Jersey, will be legally issued, fully paid and
non-assessable.
iVoice Technology, Inc.
February 2, 2006
Page 2
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/ Meritz & Muenz LLP
Meritz & Muenz LLP