EXHIBIT 5.1
OPINION OF COUNSEL
John A. Furutani
2500 East Colorado Boulevard, Suite 301, Pasadena,
CA 91107 Telephone (626) 844-2437 Facsimile
(626) 844-2442
WRITER'S DIRECT NUMBER
(626) 844-2437
April 22, 2002
Board of Directors
Elephant Talk Communications, Inc.
19222 Pioneer Blvd., Suite 100
Cerritos, CA 90703
Re: Form S-8 Registration Statement Opinion of Counsel
Gentlemen:
I have acted as a special counsel for Elephant Talk Communications, Inc. a
California corporation (the "Company") in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, (the "Act") of a registration statement on
Form S-8 (the "Registration Statement"), relating to the offer and sale of
2,000,000 shares of Common Stock, no par value (the "Common Stock") to
Consultant of the Company, in consideration for services performed and to be
performed on behalf of the Company under the terms and conditions of certain
agreements (the "Agreements").
As special counsel for the Company, I have examined the Company's Articles of
Incorporation, bylaws, minute book, and certain other corporate records. For the
purpose of the opinions expressed below, I have also examined the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the Common Stock in this
offering.
In arriving at the opinions set forth below, I have examined and relied upon
originals or copies, certified or otherwise identified to my satisfaction, of
corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinions.
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My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements incorporated by reference in the
Registration Statement.
In rendering this opinion, I have assumed, without independently verifying such
assumptions, and this opinion is based and conditioned upon the following: (i)
the genuineness of the signatures on and the enforceability of all instruments,
documents and agreements examined by me and the authenticity of all documents
furnished for my examination as originals and the conformity to the original
documents of all documents furnished to me as copies; (ii) where an executed
document has been presented to me for my review, that such document has been
duly executed on or as of the date stated and that execution and delivery was
duly authorized on the part of the parties thereto; (iii) each of the foregoing
certificates, instruments and documents being duly authorized, executed and
delivered by or on behalf of all the respective parties thereto, and such
instruments and documents being legal, valid binding obligations of such
parties; (iv) the truth and accuracy of representations and statements made in
the documents received from the State of California; and (vi) Elephant Talk
Communications, Inc. will be operated in accordance with the terms of its
charter documents and the laws of the State of California and the terms of the
instruments or documents referred to above.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of California, the
jurisdiction of its incorporation.
2. The terms and provisions of the Common Stock conform to the description
thereof contained in the Registration Statement, and the form of the stock
certificates used to evidence the Common Stock are in good and proper form and
no stockholder is entitled to preemptive rights to subscribe for or purchase any
of the Common Stock.
3. Based upon the foregoing, I am of the opinion that the issuance and the
sale of the shares of Common Stock in this offering has been duly and validly
authorized, and subject to compliance with the provisions of the written
agreements, the Common Stock issuable under the Agreements will be duly
authorized and validly issued as fully paid and non-assessable shares of Common
Stock.
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I am admitted to practice in the State of California. My opinions herein are
with respect to federal law only and, to the extent my opinions are derived from
the laws of other jurisdictions, are based upon an examination of all relevant
authorities and the documents referenced herein and are believed to be correct.
However, except for pending litigation or claims matters, I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions. No opinion is expressed upon any conflict of law issues. My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and other
laws of general application or equitable principles affecting the rights and
remedies of creditors and security holders and to the extent that the
availability of the remedy of specific performance or of injunctive relief is
subject to the discretion of the court before which any proceeding may be
brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
This opinion is furnished by me to you as special counsel for the Company and it
is solely for your benefit. This opinion is not to be used, circulated, quoted
or otherwise referred to in whole or in part for any purpose, other than as set
forth in my written consent.
Very truly yours,
/s/ John A. Furutani
John A. Furutani