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EXHIBIT 5.1
LAW OFFICES
Nelson Mullins Riley & Scarborough, L.L.P.
A Registered Limited Liability Partnership
Jerry W. Amos BANK OF AMERICA CORPORATE CENTER OTHER OFFICES:
(704) 417-3110 SUITE 3350 Atlanta, Georgia
Internet Address: JWA@nmrs.com 100 NORTH TRYON STREET Charleston, South Carolina
Columbia, South Carolina
CHARLOTTE, NORTH CAROLINA 28202-4000 Greenville, South Carolina
TELEPHONE (704) 417-3000 Myrtle Beach, South Carolina
FACSIMILE (704) 377-4814 ________
www.nmrs.com Munich, Germany
July 23, 2001
CT Communications, Inc.
68 Cabarrus Avenue East
Concord, North Carolina 28026
Re: The CT Communications, Inc. Dividend Reinvestment and Share
Purchase Plan
Ladies and Gentlemen:
A Registration Statement on Form S-3 (the "Registration Statement") is
being filed on or about the date of this letter by CT Communications, Inc., a
North Carolina corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") relating to 500,000 shares (the "Shares") of CT
Communications, Inc. Common Stock, no par value per share, that may be issued
under the CT Communications, Inc. Dividend Reinvestment and Share Purchase Plan
(the "Plan").
Although we did not participate in the preparation of the Registration
Statement or the Plan and offer no opinions with respect thereto, we have
examined the Certificate of Incorporation of the Company, as amended to date,
the By-Laws of the Company, as amended to date, and all pertinent records of the
meetings of the directors and stockholders of the Company, the Registration
Statement, the Plan and such other documents relating to the Company as we
deemed material for the purpose of this opinion (the "Documents").
In giving the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally
competent to do so.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of
the Documents has duly and validly executed and delivered each
of the Documents to which such party is a signatory, and such
party's obligations set forth therein are legal, valid and
binding and are enforceable in accordance with all stated
terms.
4. Any Documents submitted to us as originals are authentic. The
form and content of any Documents submitted to us as
unexecuted drafts do not differ in any respect relevant to
this opinion from the form and content of such Documents as
executed and delivered. Any Documents submitted to us as
certified or photostatic copies conform to the original
documents. All signatures on all such Documents are genuine.
There has been no subsequent oral or written modification of
or amendment to any of the Documents, by action or omission of
the parties or otherwise.
5. The Shares will continue to be duly and validly authorized on
the dates the Shares are issued to participants pursuant to
the terms of the Plan.
6. Upon issuance of any of the Shares, the total number of shares
of the Company common stock issued and outstanding will not
exceed the total number of shares of common stock that the
Company is then authorized to issue.
7. No change occurs after the date hereof in applicable law or
the pertinent facts.
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8. The Registration Statement shall be effective at the time of
the issuance of the Shares.
9. The provisions of the applicable "blue sky" and other state
securities laws have been complied with to the extent
required.
Based on the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-3 being filed with respect to the offering of
the Shares and to the reference to this firm as set forth under "Legal Matters"
in the prospectus included in the Registration Statement. In giving such consent
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Commission.
This opinion is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of any
changes in the opinions expressed herein resulting from changes in law, changes
in facts or any other matters that hereafter might occur or be brought to our
attention.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of North Carolina and the federal laws of
the United States of America.
Yours Very Truly,
NELSON, MULLINS, RILEY &
SCARBOROUGH, L.L.P.
By: /s/ Jerry W. Amos
_____________________________
Jerry W. Amos