EX-5 3 lll.txt Exhibit 5 LAW OFFICES OF LEONARD R. GLASS, P.A. 45 Central Ave. P.O. Box 579 Tenafly, New Jersey 07670-0579 (201) 894-9300 June 3, 2002 CTC Communications Group, Inc. 220 Bear Hill Rd. Waltham MA 02451 Re: Registration Statement on Form S-8 Under the Securities Act of 1933 (the "Act") Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of the 2000 Flexible Stock Plan (as to 750,000 shares) and the 1999 Equity Incentive Plan for Non-Employee Directors (as to 250,000 shares) (collectively, the "Plans" and "Shares"). As legal counsel for CTC Communications Group, Inc., we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans. It is our opinion that the Shares, when issued and sold in the manner described in and required by the Plans, will be legally and validly issued, fully-paid and non- assessable. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. By giving the foregoing consent, we do not admit that we are persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Law Office of Leonard R. Glass, P.A. LAW OFFICES OF LEONARD R. GLASS, P.A.