September 22, 2000
ePHONE Telecom, Inc.
Suite 100
1145 Herndon Parkway
Herndon, Virginia 20170
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form SB-2
(File No. 333-43368) ("Registration Statement") of ePHONE Telecom, Inc., a
Florida corporation ("ePHONE), with respect to 1,000,000 shares of $0.001 par
value common stock of ePHONE ("ePHONE Common Stock") which are to be offered for
resale by certain security holders of ePHONE (the "Selling Stockholders") who
acquired shares of ePHONE Common Stock or options or warrants to acquires shares
of ePHONE Common Stock in transactions exempt from the registration requirements
of the Securities Act of 1933, as amended.
We have been requested to furnish an opinion to be included as
Exhibit 5 to the Registration Statement. In connection with rendering the
opinions set forth in this letter, we have examined such corporate records of
ePHONE and have made such investigation of matters of fact and law and examined
such other documents as we deem necessary for rendering the opinions hereinafter
expressed.
The opinions set forth herein are subject to the following
qualifications, which are in addition to any other qualifications contained
herein:
A. We have assumed without verification the genuineness of all
signatures on all documents, the authority of the parties executing such
documents, the authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as copies.
B. The opinions set forth herein are based on existing laws,
ordinances, rules, regulations, court and administrative decisions as they
presently have been interpreted and we can give no assurances that our opinions
would not be different after any change in any of the foregoing occurring after
the date hereof.
C. We have assumed without verification that, with respect to the
minutes of any meetings of the Board of Directors or any committees thereof of
ePHONE or of the shareholders of ePHONE that we have examined, due notice of the
meetings was given or duly waived, the minutes accurately and completely reflect
all actions taken at the meetings and a quorum was present and acting throughout
the meetings.
D. We have assumed without verification the accuracy and completeness
of all corporate records made available to us by ePHONE.
E. We express no opinion as to the effect or application of any laws or
regulations other than the Florida Business Corporation Act as in effect on this
date. As to matters governed by the law specified in the foregoing sentence, we
have relied exclusively on the latest standard compilation of such statute as
reproduced in commonly accepted unofficial publications available to us. We note
that we are not members of the bar of the State of Florida.
Based upon such examination and investigation and upon the assumption
that there will be no material changes in the documents we examined and the
matters investigated, we are of the opinion that the shares of ePHONE Common
Stock included in the Registration Statement have been duly authorized by ePHONE
and that the shares of ePHONE Common Stock that are currently outstanding are,
and that shares of ePHONE Common Stock, when issued upon the exercise of stock
options or warrants in accordance with their terms, for the legal consideration
of not less than $0.001 per share will be, validly issued, fully paid and
nonassessable.
This letter does not address any matters other than those expressly
addressed herein. This letter is given for your sole benefit and use. No one
else is entitled to rely hereupon. This letter speaks only as of the date
hereof. We undertake no responsibility to update or supplement it after such
date.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Arnold & Porter
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ARNOLD & PORTER