EXHIBIT 5.1
LAW OFFICES OF
MARK J. RICHARDSON
WILSHIRE PALISADES BUILDING
1299 OCEAN AVENUE
SUITE 900
SANTA MONICA, CALIFORNIA 90401
TELEPHONE (310) 393-9992
FACSIMILE (310) 393-2004
December ____, 1997
Incomnet, Inc.
21031 Ventura Boulevard
Suite 1100
Woodland Hills, California 91364
RE: INCOMNET, INC. - VALIDITY OF ISSUANCE OF SHARES
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Ladies and Gentlemen:
We have acted as special counsel to you in connection with the registration
on Form S-3 (File No. 333-16629 under the Securities Act of 1933, as amended
("Registration Statement"), of a total of 2,676,281 shares of the Common
Stock of Incomnet, Inc., no par value, comprised of (i) 477,500 shares (the
"Underlying Shares") issuable upon the exercise of 477,500 warrants (the
"Warrants") to purchase Common Stock at an exercise price of $3.75 per share
at any time until December 9, 1999, with respect to 360,000 of the Warrants,
at an exercise price of $2.94 per share at any time until December 16, 2001,
with respect to 12,500 of the Warrants, at an excercise price of $5.26 per
share at any time until July 29, 1999, with respect to 50,000 of the
Warrents, and at an exercise price of $3.00 per share at any time until
November 3, 1999, with respect to 55,000 of the Warrants, (ii) 170,751
outstanding shares (the "Outstanding Shares") issued upon the conversion of
Series A 2% Convertible Preferred Stock previously issued by the Company, or
new stock issued in a private placement pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Act"), (iii) a minimum of 627,503
shares (also referred to herein as the "Underlying Shares") issuable upon the
conversion of 2,434 outstanding shares of Series B 6% Convertible Preferred
Stock, and (iv) up to 750,000 unissued shares (the "Shares") which may be
issued in the future pursuant to the conversion of Series B 6% Convertible
Preferred Stock, the conversion of up to 125 shares of Series A 2%
Convertible Preferred Stock, or in open market sales under Rule 415 of the
Act through a registered broker-dealer. You have requested our opinion in
connection with the registration of the Shares, the Underlying Shares and the
Outstanding Shares covered by the Prospectus, dated December 3, 1997 (the
"Prospectus"). In connection with our acting as counsel, we have examined
the laws of the State of California together with the forms of Warrants
attached as Exhibits 4.7 and 4.8 to the Registration Statement, the
Certificate of Determination for Series A 2% Convertible Preferred Stock
attached as Exhibit 3.3 to the Registration Statement, the Certificate of
Determination for Series B 6% Convertible Preferred Stock attached as Exhibit
3.7 to the Registration Statement, the Prospectus, and certain other
documents and instruments prepared on behalf of Incomnet, Inc. as we have
deemed necessary and relevant in the preparation of our opinion as
hereinafter set forth.
In our examination, we have assumed the genuineness of all signatures on
original documents and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, conformed or photostatic copies of originals, the authenticity of
such latter documents, and the proper execution, delivery and filing of the
documents referred to in this opinion.
Based upon the foregoing, we are of the opinion that the Shares, the Outstanding
Shares and the Underlying Shares issued and to be issued by Incomnet, Inc.
pursuant to the exercise of the Warrants, the conversion of Series B 6%
Convertible Preferred Stock, and the terms of the Prospectus have been and will
be duly created and have been and will be validly issued shares of the Common
Stock, no par value, of Incomnet, Inc. Upon payment for the Shares, the
Outstanding Shares and the Underlying Shares and full compliance with all of the
terms and conditions relating to the issuance of the Shares and the Underlying
Shares and the sale of the Outstanding Shares set forth in the Prospectus and in
the Warrants, the Shares, the Outstanding Shares and the Underlying Shares will
be fully paid and nonassessable.
For the purposes of this opinion, we are assuming the proper execution of
all Warrants, the Certificates of Determination of Series A 2% Convertible
Preferred Stock and the Series B 6% Convertible Preferred Stock, the
Registration Rights Agreement relating to the Series B 6% Convertible
Preferred Stock, the Purchase Agreement for the Series B 6% Convertible
Preferred Stock, subscription agreements and conversion agreements, and that
the appropriate certificates are duly filed and recorded in every
jurisdiction in which such filing and recordation is required in accordance
with the laws of such jurisdictions. We express no opinion as to the laws of
any state or jurisdiction other than California.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name in the Registration
Statement and the Prospectus which is a part of said Registration Statement.
Respectfully submitted,
Mark J. Richardson, Esq.