EXHIBIT 5
---------
[Willkie Farr & Gallagher Letterhead]
July 10, 1998
WAM!NET Inc.
6100 West 110th Street
Minneapolis, Minnesota 55438
Re: Registration Statement on Form S-4
(File No. 333-53841)
---------------------------------
Ladies and Gentlemen:
We are special counsel to WAM!NET Inc., a Minnesota corporation (the "Company"),
and have acted as such in connection with various legal matters relating to the
filing of a Registration Statement on Form S-4 (File No. 333-53841) (the
"Registration Statement") under the Securities Act of 1933, as amended, relating
to the offer to exchange up to $208,530,000 in aggregate principal amount at
maturity of 13-1/4% Senior Discount Notes due 2005, Series B (the "Exchange
Notes"), for outstanding 13-1/4% Senior Discount Notes due 2005, Series A, that
were issued and sold in a transaction exempt from registration under the
Securities Act of 1933, as amended (the "Original Notes"). The Original Notes
were issued under, and the Exchange Notes are to be issued under, the Indenture,
dated as of March 5, 1998, between the Company and First Trust National
Association, as trustee (the "Trustee"). The exchange will be made pursuant to
an exchange offer (the "Exchange Offer") contemplated by the Registration
Statement.
In so acting, we have examined copies of such records of the Company and such
other certificates and documents as we have deemed relevant and necessary for
the opinions hereinafter set forth. In such examination, we have assumed the
genuineness of all signatures, and the authenticity of all documents submitted
to us as originals and the conformity to authentic originals of all documents
submitted to us as certified or reproduced copies. We have also assumed the
legal capacity of all persons executing such documents and the truth and
correctness of any representations or warranties therein contained. As to
various questions of fact material to such opinions, we have relied upon
certificates of officers of the Company and of public officials.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly formed and validly existing under the laws of the State
of Minnesota.
Wam!Net Inc.
July 10, 1998
Page 2
2. The execution and delivery of the Indenture have been duly authorized by
the Company and the Indenture constitutes a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization and other similar laws affecting the enforcement of
creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
3. The Exchange Notes have been duly authorized and, when duly executed by the
proper officers of the Company, duly authenticated by the Trustee and
issued by the Company in accordance with the terms of the Indenture and the
Exchange Offer, will constitute valid and binding obligations of the
Company and will be entitled to the benefits of the Indenture, except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization and other similar laws affecting the enforcement of
creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
This opinion is limited to the laws of the State of New York and the federal
laws of the United States of the type typically applicable to transactions
contemplated by the Exchange Offer, and we do not express any opinion with
respect to the laws of any other country, state or jurisdiction. In rendering
certain of the opinions expressed herein, we have relied upon, as to matters of
Minnesota law, the opinion of George H. Frisch, Esq., counsel to the Company.
This opinion letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated.
This letter speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial interpretations. We
undertake no responsibility to update or supplement this letter after the date
hereof.
Wam!Net Inc.
July 10, 1998
Page 3
We consent to being named in the Registration Statement and related Prospectus
as counsel who are passing upon the legality of the Exchange Notes for the
Company and to the reference to our name under the caption "Legal Matters" in
such Prospectus. We also consent to your filing copies of this opinion as an
exhibit to the Registration Statement or any amendment thereto.
Very truly yours,
/s/ Willkie Farr & Gallagher