EX-5.1 17 0017.txt OPINION Exhibit 5.1 KRAMER LEVIN NAFTALIS & FRANKEL LLP 919 THIRD AVENUE NEW YORK, N.Y. 10022 - 3852 TEL (212) 715-7787 47, Avenue Hoche FAX (212) 715-8047 75008 Paris France October 12, 2000 iVoice.com, Inc. 750 Highway 34 Matawan, NJ 07747 Registration Statement on Form SB-2 ----------------------------------- Ladies and Gentlemen: We have acted as counsel to iVoice.com, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form SB-2 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), with respect to the registration for resale under the Securities Act of 1933, as amended (the "Act"), of 48,800,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), issued by the Company to the selling stockholders named in the Registration Statement (those 48,800,000 shares, the "Shares"), as follows: (i) 38,6100,000 Shares, that may be issued to Swartz Private Equity, LLC ("Swartz") in accordance with the terms of an investment agreement between the Company and Swartz dated August 17, 2000 (the "Investment Agreement") (including upon exercise of warrants which may be issued to Swartz in accordance with the terms of the Investment Agreement); (ii) 5,490,000 Shares issuable upon exercise of a warrant to purchase shares of the Company's common stock (the "Warrant") issued to Swartz as a commitment fee for entering in the Investment Agreement; (iii) 4,200,000 Shares issuable upon the conversion of the outstanding principal amount of, and interest and other amounts due under, the Company's 12% senior convertible debentures due December 1, 2000 (the "Debentures"), including any shares issued in consideration of default charges; and (iv) 500,000 Shares (the "Issued Shares") issued to Lawrence A. Muenz (of which 50,000 Shares were issued to Mr. Muenz in a custodial capacity) in consideration for legal services rendered by Mr. Muenz to the Company. In connection with the registration of the Shares, we have reviewed such documents and records as we have deemed necessary to enable us to express an opinion on the matters covered hereby, including but not limited to the Investment Agreement, the Debentures, the Warrant and copies of resolutions of the Company's board of directors authorizing the issuance of the Shares and their registration pursuant to the Registration Statement. In rendering this opinion, we have (a) assumed (i) the genuineness of all signatures on all documents examined by us, (ii) the authenticity of all documents submitted to us as originals, and (iii) the conformity to original documents of all documents submitted to us as photostatic or conformed copies and the authenticity of the originals of such copies; and (b) relied on (i) certificates of public officials and (ii) as to matters of fact, statements and certificates of officers and representatives of the Company. Based upon the foregoing, we are of the opinion that the Shares that the Issued Shares are validly issued, fully paid and non-assessable, and that all other Shares when issued in accordance with the Investment Agreement, the Warrant and the Debentures, as the case maybe, will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Kramer Levin Naftalis & Frankel LLP