EXHIBIT 5.1
January 24, 1997
PhoneTel Technologies, Inc.
1127 Euclid Avenue, Suite 650
Cleveland, Ohio 44115-1601
Re: PhoneTel Technologies, Inc.
Registration Statement on Form SB-2
(No. 333-16055)
Ladies and Gentlemen:
I am Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary of PhoneTel Technologies, Inc., an Ohio
corporation (the "Company"). I am providing the opinions set forth herein
in connection with the preparation of a registration statement on Form
SB-2 (No. 333-16055), which was filed by the Company with the Securities
and Exchange Commission (the "Commission") on November 13, 1996 and
Amendment No. 1 thereto, which is being filed with the Commission on the
date hereof (such Registration Statement, as so amended, being here-
inafter referred to as the "Registration Statement").
The Registration Statement relates to the registration under the
Securities Act of 1933, as amended (the "Act"), of the offer and sale
from time to time of up to 13,304,263 shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), by the Selling
Shareholders (as such term is defined in the Registration Statement). Of
the Shares being registered, (a) 4,445,943 shares are outstanding on the
date hereof (the "Outstanding Shares"), (b) 8,293,801 shares (the "Under-
lying Shares") are issuable upon (i) the exercise of options or
warrants, (ii) conversion of the Company's 14% Cumulative Redeemable
Convertible Common Stock (the "14% Preferred") and the Company's Series A
Special Convertible Preferred Stock (the "Series A Preferred") and
(iii) 564,519 shares (the "Anti-Dilution Shares") are issuable upon the
occurrence of certain transactions involving the Common Stock to certain
Selling Shareholders as a result of contractual anti-dilution rights
provided by the Company to such Selling Shareholders.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-B under the Act.
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement; (ii) the Company's Articles of Incorporation, as
in effect as of the issue dates of the Outstanding Shares being regis-
tered pursuant to the Registration Statement and as of the date hereof;
(iii) the Company's Amended and Restated Code of Government Regulations,
as in effect as of the issue dates of the Outstanding Shares being
registered pursuant to the Registration Statement and as of the date
hereof; (iv) the resolutions of the Board of Directors of the Company
relating to among other things, the registration of the Shares under
the Act; (v) the form of a specimen certificate representing the Shares;
and (vi) such other documents as I have deemed necessary or appropriate
as a basis for the opinions set forth below. I have also examined
originals or copies, certified or otherwise identified to my
satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making my examination of documents executed by parties
other than the Company, I have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action,
corporate or other, and the execution and delivery by such parties of
such documents and the validity and binding effect thereof. As to any
facts material to the opinions expressed herein which I have not
independently established or verified, I have relied upon oral or written
statements and representations of officers and other representatives of
the Company and others.
I am admitted to practice law in the State of Ohio and I do not
purport to be an expert on any law other than the laws of the State of
Ohio and the laws of the United States of America. I do not express any
opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Outstanding Shares have been duly authorized and validly
issued, and are fully paid and nonassessable.
2. Assuming the conformity of the certificates representing the
Underlying Shares to the form of specimen certificate representing the
Common Stock examined by me and the due execution and delivery of such
certificates, the Underlying Shares have been duly authorized by
requisite corporate action by the Company, and when issued, delivered and
paid for in accordance with the terms of the options, warrants, 14%
Preferred or Series A Preferred that are exercisable, convertible or
exchangeable into the Shares, as the case may be, the Underlying Shares
will be validly issued, fully paid and nonassessable.
3. Assuming the conformity of the certificates representing the
Anti-Dilution Shares to the form of specimen certificate representing the
Common Stock examined by me and the due execution and delivery of such
certificates, the Anti-Dilution Shares have been duly authorized by
requisite corporate action by the Company, and when issued, delivered and
paid for in accordance with the terms of the specific contracts entered
into by the Company providing anti-dilution rights to certain Selling
Shareholders, the Anti-Dilution Shares will be validly issued, fully paid
and nonassessable.
I hereby consent to the use of my name in the Registration
Statement under the caption "Legal Matters" and to the filing of this
opinion as an Exhibit to the Registration Statement. I further consent to
the incorporation of this opinion by reference as an exhibit to any
registration statement relating to the offering which is filed pursuant
to Rule 462(b) of the Rules and Regulations under the Act and to the use
of my name under the caption "Legal Matters" in the prospectus included
in or incorporated by reference in any such registration statement. In
giving such consent, I do not admit that I come within the category of
persons whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission thereunder.
Very truly yours,
/s/ Tammy L. Martin
Tammy L. Martin, Esquire
Executive Vice President,
Chief Administrative Officer,
General Counsel and Secretary of
PhoneTel Technologies, Inc.