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| S-1/A - PARETEUM Corp | v205882_s1a.htm |
EXHIBIT
5.1
ELLENOFF
GROSSMAN & SCHOLE LLP
ATTORNEYS
AT LAW
150 EAST
42ND
STREET, 11th
FLOOR
NEW YORK,
NEW YORK 10017
TELEPHONE:
(212) 370-1300 FACSIMILE: (212) 370-7889
www.egsllp.com
December
17, 2010
Elephant
Talk Communications, Inc.
19103
Centre Rose Boulevard
Lutz,
Florida 33558
Ladies
and Gentlemen:
Reference
is made to the Registration Statement on Form S-1 (the “Registration Statement”),
filed by Elephant Talk Communications, Inc. (the “Company”), a California
corporation, with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Act”), relating to the public
offering by certain selling stockholders of the Company of a total of 68,872,357
shares of Common Stock for their respective accounts including shares issuable
upon conversion of promissory notes and warrants issued by the Company in the
Company’s 2009 and 2010 private placement (collectively, the “Selling Stockholder Shares”).
All capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Registration Statement.
We have
examined such documents and considered such legal matters as we have deemed
necessary and relevant as the basis for the opinion set forth below. With
respect to such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as reproduced or
certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.
Based
upon the foregoing, we are of the opinion that:
When the
Registration Statement becomes effective under the Act, the shares of Common
Stock included in the Registration Statement and offered by the Selling
Shareholders will be validly issued, fully paid and non-assessable.
When the
Registration Statement becomes effective under the Act, the Selling Stockholder
Shares, when the Company issues and delivers the shares of Common Stock upon
conversion of the promissory notes and exercise of warrants issued by the
Company in the 2009 and 2010 Private Placement in accordance with the terms of
such promissory notes and warrants, as applicable, such shares will be validly
issued, fully paid and non-assessable.
Our
opinion herein is limited in all respects to the General Corporation Law of the
State of California, which includes those statutory provisions as well as all
applicable provisions of the California Constitution and the reported judicial
decisions interpreting such laws, and the federal laws of the United States of
America, and we do not express any opinion as to the applicability of or the
effect thereon of the laws of any other jurisdiction. We express no opinion as
to any matter other than as set forth herein, and no opinion may be inferred or
implied herefrom.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement,
to the use of our name as your counsel and to all references made to us in the
Registration Statement and in the Prospectus forming a part thereof. In giving
this consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations promulgated thereunder. This opinion is given as of the effective
date of the Registration Statement, and we are under no duty to update the
opinions contained herein.
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Very
truly yours,
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/s/ Ellenoff Grossman & Schole
LLP
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Ellenoff
Grossman & Schole LLP
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