EX-5 3 dex5.txt CONSENT OF COUNSEL Exhibit 5 --------- May 9, 2002 US LEC Corp. Morrocroft III 6801 Morrison Boulevard Charlotte, North Carolina 28211 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to US LEC Corp., a Delaware corporation (the "Company" or "you") and have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the U.S. Securities and Exchange Commission on or about May 9, 2002, in connection with the registration under the Securities Act of 1933, as amended, of 3,050,000 shares of the Company's Class A Common Stock which are reserved for issuance under the US LEC Corp. 1998 Omnibus Stock Plan and Employee Stock Purchase Plan and the option granted to the Company's chief executive officer, Francis J. Jules (the "Shares"). As your legal counsel, we have examined the proceedings taken, and are familiar with the proceedings proposed to be taken, by you in connection with the sale and issuance of the Shares. In our opinion, the Shares, when issued and sold in the manner referred to in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, are or will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any subsequent amendment thereto. Very truly yours, MOORE & VAN ALLEN, PLLC