Exhibit 5.1
AMY TROMBLY, ESQ.
1163 Walnut St., Suite 7
Newton, Massachusetts 02461
(617) 243-0060
August 1, 2005
FTS Group, Inc.
7610 West Hillsborough Ave.
Tampa, FL 33615
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. 333-125958 (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 47,501,563 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, as amended, and By-laws, 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 the Registration Statement has become effective under
the Securities Act, the Shares will be duly and validly issued, fully paid and
non-assessable shares of the Common Stock.
My opinion is based on the General Corporation Law of the State of Nevada and
U.S. federal securities law. 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 even though the Securities may be
issued from time to time on a delayed or continuous basis, 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.