EX-5.1 2 a2027694zex-5_1.txt EXHIBIT 5.1 Exhibit 5.1 DE MARTINO FINKELSTEIN ROSEN & VIRGA A Partnership Consisting of Professional Corporations 1818 N Street, N.W., Suite 400 Washington, D.C. 20036-2492 Telephone (202) 659-0494 * Telecopier (202) 659-1290 E-Mail Address: Buslaw@dfrv.com Paula A. Argento NEW YORK OFFICE Brad L. Bolinger _____ Ralph V. De Martino 90 Broad Street, Suite 1700 Steven R. Finkelstein * New York, New York 10004-2205 F. Alec Orudjev * Telephone (212) 363-2500 Valerie J. Pelton* Telecopier (212) 363-2723 B. Henry Perez Keith H. Peterson * Jeffrey S. Rosen Gerard A. Virga * *Not Admitted To District Of Columbia Bar October 16, 2000 Board of Directors I-Link Incorporated 13751 S. Wadsworth Park Drive, Suite 200 Draper, Utah 84020 Re: REGISTRATION STATEMENT ON FORM S-3 Gentlemen: We have acted as counsel to I-Link Incorporated, a Florida corporation (the "Company"), in connection with the preparation and filing by the Company of a registration statement on Form S-3, File No. 333-62833 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") relating to the resale by the holders thereof of up to 148,062 shares of common stock, par value $.007 per share (the "Common Stock") to be issued or which may become issuable as dividend shares relating to shares of Class C Preferred Stock held of record as of February 22, 2000, and which may become issuable as dividend shares through September 6, 2001. We have examined the Articles of Incorporation, as amended, and the By-Laws of the Company, the minutes of the various meetings and consents of the Company's Board of Directors, originals or copies of such records of the Company, agreements, certificates of public officials, certificates of officers and representatives of the Company and others, and such other documents, certificates, records, authorizations, proceedings, statutes and judicial decisions as we have deemed necessary to form the basis of the opinion expressed below. In such examination, we have assumed the genuineness of all DE MARTINO FINKELSTEIN ROSEN & VIRGA Board of Directors I-Link Incorporated October 16, 2000 Page 2 signatures, the authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof. As to various questions of fact material to such opinion, we have relied upon statements and certificates of officers and representatives of the Company and others. Based upon the foregoing, we are of the opinion that the 148,062 dividend shares which are the subject of the Registration Statement have been duly authorized and when issued in accordance with the terms of the Class C Preferred Stock will be duly authorized, fully paid and nonassessable. We hereby consent to be named in the Registration Statement and the prospectus contained therein as attorneys who have passed upon legal matters in connection with the offering of the securities described therein under the caption "Legal Matters." We further consent to your filing a copy of this opinion as an exhibit to the Registration Statement. Very truly yours, DE MARTINO FINKELSTEIN ROSEN & VIRGA /s/ De Martino Finkelstein Rosen & Virga cc: David E. Hardy, Esquire 2