EXHIBIT 5
RICHARDSON & PATEL LLP
10900 WILSHIRE BLVD. SUITE 500
LOS ANGELES, CALIFORNIA 90024
(310) 208-1182
June 10, 2004
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 5G Wireless Communications, Inc. - Form S-8
Dear Sir/Madame:
We have acted as counsel to 5G Wireless Communications, Inc., a
Nevada corporation ("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of one hundred fifty million (150,000,000)
shares of its common stock ("Shares"), $0.001 par value per Share, which are
issuable pursuant to the Company's 2004 Non-Employee Directors and Consultants
Retainer Stock Plan.
In our representation we have examined such documents, corporate
records, and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including, but not limited to, the Articles of
Incorporation, and all amendments thereto, and Bylaws of the Company.
Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is our opinion that the
Company is duly organized and validly existing as a corporation under the laws
of the State of Nevada, and that the Shares, when issued and sold, will be
validly issued, fully paid, and non-assessable.
Our opinion is limited by and subject to the following:
(a) In rendering our opinion we have assumed that, at the time of
each issuance and sale of the Shares, the Company will be a corporation validly
existing and in good standing under the laws of the State of Nevada and that the
Company received adequate consideration for the Shares.
(b) In our examination of all documents, certificates and records, we
have assumed without investigation the authenticity and completeness of all
documents submitted to me as originals, the conformity to the originals of all
documents submitted to me as copies and the authenticity and completeness of the
originals of all documents submitted to us as copies. We have also assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. As to matters of fact
material to this opinion, we have relied upon statements and representations of
representatives of the Company and of public officials and have assumed the same
to have been properly given and to be accurate.
(c) Our opinion is based solely on and limited to the federal laws of
the United States of America and the Nevada Revised Statutes. We express no
opinion as to the laws of any other jurisdiction.
Sincerely,
/s/ Richardson & Patel LLP
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