FTS Group, Inc.
February 9, 2004
Page 2
AMY TROMBLY, ESQ.
80 Dorcar Road
Newton, Massachusetts 02459
(617) 243-0850
February 9, 2004
FTS Group, Inc.
1049c Oxford Valley Road
Levittown, PA 19057
Gentlemen:
I have acted as counsel to FTS Group, Inc., a Nevada corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
SB-2, Registration No. 333-112283 (the "Registration Statement"), as amended,
pursuant to which the Company is registering under the Securities Act of 1933,
as amended (the "Securities Act"), up to 15,000,000 shares of its common stock,
$.001 par value per share (the "Shares") which may be issued from time to time
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.
This opinion is being rendered in connection with the filing of the Registration
Statement. All capitalized terms used herein and not otherwise defined shall
have the respective meanings given to them in the Registration Statement.
In connection with this opinion, I have examined the Company's Articles of
Incorporation and Bylaws; and such other records of the corporate proceedings of
the Company and certificates of the Company's officers as I deemed relevant; and
the Registration Statement and the exhibits filed with the Commission.
In my examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified or photostatic copies and the authenticity of the originals of
such copies.
Based upon the foregoing, and subject to the limitations set forth below, I am
of the opinion that, once (i) the Registration Statement, as amended, has become
effective under the Securities Act, (ii) the Shares have been issued as
contemplated by the Registration Statement, and (iii) the Company has received
the consideration in the manner described in the Registration Statement, the
Shares will be duly and validly issued, fully paid and non-assessable shares of
the Common Stock.
My opinion is limited to the General Corporation Law of the State of Nevada and
federal securities laws of the United States and I express no opinion with
respect to the laws of any other jurisdiction. No opinion is expressed herein
with respect to the qualification of the Shares under the securities or blue sky
laws of any state or any foreign jurisdiction.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and I disclaim any obligation to advise you of any change in
any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
I understand that you wish to file this opinion as an exhibit to the
Registration Statement, and I hereby consent thereto.
Very truly yours,
/s/ Amy Trombly, Esq.
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Amy Trombly, Esq.