EXHIBIT 5.1
ARTER & HADDEN LLP
1717 MAIN STREET, SUITE 4100
DALLAS, TEXAS 75201
(214) 761-2100
September 8, 1999
ARDIS Telecom & Technologies, Inc.
8100 Jetstar Drive, Suite 100
Irving, Texas 75063
RE: OFFERING OF SHARES OF COMMON STOCK OF ARDIS TELECOM &
TECHNOLOGIES, INC.
Ladies and Gentlemen:
On September 8, 1999 ARDIS Telecom & Technologies, Inc., a Delaware
corporation and successor by merger to Canmax Inc. (the "Company"), expects to
file 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 (the
"Offering") of up to 1,975,000 shares (the "Registrable Shares") of the common
stock, $.001 par value per share (the "Common Stock") issuable (a) pursuant to
the Company's Amended Stock Option Plan (the "Plan"), (with respect to 1,100,000
shares) (b) the Company's Amended Stock Purchase Warrant issued to Roger D.
Bryant dated July 1, 1997 and amended July 20, 1998 with regard to 250,000
shares, (c) the Company's Amended Common Stock Purchase Warrant issued to Debra
L. Burgess dated July 1, 1997 and amended July 20, 1998 with respect to 125,000
shares, (d) the Company's Common Stock Purchase Warrant issued to Roger D.
Bryant dated July 1, 1998 with respect to 100,000 shares, (e) the Company's
Common Stock Purchase Warrant issued to Debra L. Burgess dated July 1, 1998 with
respect to 200,000 shares, (f) the Company's Common Stock Purchase Warrant
issued to Ivor J. Flannery dated July 20, 1998 with respect to 100,000 shares,
and (g) the Company's Common Stock Purchase Warrant issued to Scott R. Matthews
dated July 20, 1998 with respect to 100,000 shares (collectively, the Common
Stock Purchase Warrants referred to in (b) through (g) above are referred to as
the "Compensation Contracts"). The firm has acted as your counsel in connection
with the preparation and filing of the Registration Statement, and you have
requested our opinion with respect to certain legal aspects of the Offering.
In rendering our opinion, we have examined and relied upon the original
or copies, certified to our satisfaction, of (i) the Certificate of
Incorporation of the Company, as amended through the date hereof, (ii) the
Bylaws of the Company, as amended through the date hereof, (iii) copies of
various resolutions of the Board of Directors of the Company (iv) copies the
Plan and Compensation Contracts and (v) such other documents and instruments as
we have deemed necessary.
In our examination, we have assumed the genuineness of all signatures and
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 reproduction copies. As to various questions of fact material to this
opinion, we have relied upon representations or certificates of officers or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independent check or verification of their
accuracy.
Based on the foregoing examination and subject to the comments and
assumptions set forth below, we are of the opinion that issuance and sale of the
Registrable Shares have been duly authorized and, when signed, delivered and
paid for in accordance with the provisions of the Plan or the Compensation
Contracts, as applicable, will be validly issued, fully paid and non-assessable.
This opinion is limited in all respect to the General Corporation Law of
the State of Delaware as in effect on the date hereof. For purposes of this
opinion, we have assumed that the Compensation Contracts and all options issued
under the Plan were duly authorized under Wyoming law and that upon issuance,
delivery and payment, all shares issuable thereunder would have been validly
issued, fully paid and nonassessable under Wyoming law.
We bring to your attention the fact that this legal opinion is an
expression of professional judgment and not a guarantee of result. This opinion
is given as of the date hereof, and we assume no obligation to update or
supplement such opinion to reflect any facts or circumstances that may hereafter
come to our attention or any changes in laws or judicial decisions that may
hereafter occur.
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.
Very truly yours,
/s/ ARTER & HADDEN LLP
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ARTER & HADDEN LLP