Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - Fusion Connect, Inc. | fsnn_ex231.htm |
| S-1 - REGISTRATION STATEMENT - Fusion Connect, Inc. | fsnn_s1.htm |
EXHIBITS 5.1 AND 23.2
STEVEN I. WEINBERGER, P.A.
1200 N. Federal Highway, Suite 200
Boca Raton, Florida 33432
May 12,
2017
Fusion
Telecommunications International, Inc.
420
Lexington Avenue, Suite
1718
New
York, NY 10170
Re:
Registration
Statement on Form S-1 (the "Registration Statement"); Fusion
Telecommunications International, Inc. (the "Company")
Gentlemen:
This
opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission in connection with the
registration for public resale of an aggregate of 2,431,091 shares
of the Company’s issued and outstanding common stock (the
“Shares”); all as described in the Company’s
Registration Statement on Form S-1 to which this opinion
relates.
In
connection therewith, we have examined and relied upon original,
certified, conformed, photostat or other copies of (a) the amended
and restated certificate of incorporation, as amended, and by-laws
of the Company; (b) resolutions of the Board of Directors of the
Company authorizing the issuance of the Shares; (c) the
Registration Statement and the exhibits thereto; (d) the
agreements, instruments and documents pursuant to which the Shares
were issued; (e) applicable provisions of the Constitution of the
State of Delaware, the corporate laws of the State of Delaware and
published judicial and administrative interpretations thereof, and
(f) such other matters of law as we have deemed necessary for the
expression of the opinion herein contained. In all such
examinations, we have assumed the genuineness of all signatures on
original documents, and the conformity to originals or certified
documents of all copies submitted to us as conformed, photostat or
other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the
correctness and completeness of the statements made or included
therein by the Company, and we express no opinion thereon. As to
the various questions of fact material to this opinion, we have
relied, to the extent we deemed reasonably appropriate, upon
representations or certificates of officers or directors of the
Company and upon documents, records and instruments furnished to us
by the Company, without independently checking or verifying the
accuracy of such documents, records and instruments.
Based
upon and subject to the foregoing, we are of the opinion that the
Shares have been legally issued, fully paid and
non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption
"Legal Matters" in the prospectus forming a part of the
Registration Statement; provided that such consent shall not
constitute an admission that we are an “Expert” within
the meaning of the Securities Act of 1933, as amended.
Sincerely,
/s/
STEVEN I. WEINBERGER, P.A.