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Exhibit 5.1
KOHRMAN JACKSON & KRANTZ P.L.L.
ATTORNEYS AT LAW
20th FLOOR, ONE CLEVELAND CENTER
CLEVELAND, OHIO 44114
-------
216-696-8700
TELECOPIER
216-621-6536
November 13, 1997
SecurFone America, Inc.
5850 Oberlin Drive, Suite 220
San Diego, California 92121
Re: Registration Statement on Form S-8 of SecurFone America, Inc.
Ladies and Gentlemen:
SecurFone America, Inc., a Delaware corporation (the "Company"), is
filing with the Securities and Exchange Commission a registration statement on
Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the offering and
sale by the Company of up to 2,000,900 shares (the "Shares") of the Company's
Class A Common Stock, par value $0.001 per share (the "Common Stock"), pursuant
to stock options ("Options") granted or to be granted under the SecurFone
America, Inc. 1997 Stock Option Plan and the SecurFone America, Inc. 1997
Directors' Stock Option Plan (collectively, the "Option Plans"), and stock
grants pursuant to an Employment Agreement between the Company and Derek Davis,
Retainer Agreements between the Company and Jennifer Griffith, Michael R. Lee,
Gregory F. Lepore, Stephanie Marusiak, Amy J. Pipoly, and Steven L. Wasserman,
Consulting Agreements between the Company and Robert M. Bernstein, E.B.
Advisory Limited, Al Jugo and Terri Welles, and Fee Agreements between the
Company and Dill, Dill, Carr, Stonbraker & Hutchings, P.C. and Kohrman Jackson
& Krantz P.L.L. (collectively the "Grant Agreements"). We have acted as counsel
to the Company in connection with the preparation and filing of the
Registration Statement.
In connection with this opinion letter, we have examined and relied
upon the original or a copy, certified to our satisfaction, of (i) the Amended
and Restated Certificate of Incorporation and the Bylaws of the Company; (ii)
resolutions of the Board of Directors of the Company; (iii) the Option Plans;
(iv) the Grant Agreements; and (v) such other documents and instruments as we
have deemed necessary for providing this opinion letter.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
We have made such investigations of law as we deem appropriate as a basis for
rendering the opinions expressed below, and as to various questions of fact
material to the opinions, we have relied, to the extent we deem appropriate,
upon representations or
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KOHRMAN JACKSON & KRANTZ P.L.L.
SecurFone America, Inc.
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November 13, 1997
certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that
assuming (i) the Company maintains an adequate number of authorized but
unissued Shares and treasury Shares available for issuance to those persons who
exercise Options granted in accordance with the Option Plans and (ii) the
Shares are duly delivered against payment therefor in accordance with the terms
of the Option Plans and the Grant Agreements, the Shares issued pursuant to the
exercise of Options granted in accordance with the Option Plans and pursuant to
the Grant Agreements will be validly issued, fully paid and non-assessable.
We express no opinion other than as to the Federal law of the United
States and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
KOHRMAN JACKSON & KRANTZ P.L.L.
/S/ KOHRMAN JACKSON & KRANTZ P.L.L.