EX-5.1 5 ex5-1.txt OPINION OF SQUIRE, SANDERS & DEMPSEY, L.L.P. Exhibit 5.1 Squire, Sanders & Dempsey L.L.P. Two Renaissance Square 40 North Central Avenue, Suite 2700 Phoenix, Arizona 85004 Telephone: (602) 528-4000 Facsimile: (602) 253-8129 May 2, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-1004 Ladies and Gentlemen: This firm is counsel for BestNet Communications Corp., a Nevada corporation (the "Company"). As such, we are familiar with the Certificate of Incorporation, as amended, and the Bylaws, as amended, of the Company, as well as resolutions adopted by its Board of Directors authorizing the issuance and sale of 3,563,593 Units, including 508,194 units ("Units") issuable upon conversion of $150,000 in aggregate principal plus accrued interest of the Company's 10% Senior Secured Notes due April 26, 2003 (the "Senior Notes"). Each Unit consists of three shares of common stock, par value $.001 per share, a three-year warrant to purchase one share of common stock, and one share of Series A Preferred Stock. The Units and the securities that comprise the Units are the subject of a Registration Statement on Form S-2 (the "Registration Statement") under the Securities Act of 1933, as amended. We also have examined all instruments, documents, and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such an examination, we have assumed the genuineness and authority of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. Based on such examination, we are of the opinion that the Units, and the shares of Series A Preferred Stock, the common stock and the warrants that are being registered for resale by certain selling securityholders pursuant to the Registration Statement, and the registration of the issuance and resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock and the Senior Notes and upon exercise of the warrants, are duly authorized, and will be, when issued and paid for in the manner described in the Registration Statement and in accordance with the instruments pursuant to which such securities were issued, validly issued, fully paid and non-assessable. We acknowledge that we are referred to under the heading "Legal Matters" in the Prospectus which is part of the Registration Statement and we hereby consent to the use of our name in such Registration Statement. We further consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and with the state regulatory agencies in such states as may require such filing in connection with the registration of the Common Stock for offer and sale in such states. Respectfully Submitted, /s/ Squire, Sanders & Dempsey L.L.P. SQUIRE, SANDERS & DEMPSEY L.L.P.