EX-5.1 2 ex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 July 14, 2000 MicroTel International, Inc. 9485 Haven Avenue, Suite 100 Rancho Cucamonga, CA 91730 RE: REGISTRATION STATEMENT ON FORM S-1 Dear Ladies and Gentlemen: We have acted as counsel to MicroTel International, Inc., a Delaware Corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-1 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the public offering of up to 3,279,826 shares of the Company's Common Shares (the "Shares"). We have examined such records, documents, statutes and decisions as we have deemed relevant in rendering this opinion. In our examination we have assumed the genuineness of documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof. In our opinion, the Shares to be sold by the shareholders named in the Registration Statement, will be validly issued, fully paid and nonassessable Common Shares of the Company. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. /s/ GALLAGHER, BRIODY & BUTLER