This is just a registration of stock option shares for the officers and directors of DCI.
From the S-8...
DCI Telecommunications, Inc.
611 Access Road
Stratford, CT 06615
Attn: Joseph J. Murphy
Re: SEC Registration on Form S-8
Dear Mr. Murphy:
I am counsel for DCI Telecommunications, Inc., a Colorado corporation
(the "Company") in connection with its proposed public offering
under the Securities Act of 1933, as amended (the "Act") under Form S-
8, of 370,000 shares of its $.0001 par value common stock which
are to be issued under the Company's 1995 shareholder approved
Stock Option Plan to Richard Sheppard, Joseph J. Murphy III, Philip
Baroff, Lawrence Shatsoff, Daniel J. Murphy, Vicky Moore, Russell B.
Hintz, Craig K. Murphy, Tasos Apostoli, Ira Cohen, Joseph J. Murphy,
Grace P. Murphy, and John J. Adams for services as employees and Bond
Beebe for consulting services. Such offering shall be made by filing
of a Registration Statement under Form S-8 as to which this opinion
is a part, to be filed with the Securities and Exchange Commission
(the "Commission").
In connection with the rendering this opinion as set forth
below, I have reviewed and examined the originals or copies
identified as follows:
(1) Articles of Incorporation of the Company, as restated
and amended, as filed with the Secretary of State of Colorado on
February 4, 1985.
(2) Bylaws of the Company and a Resolution of the Board of Directors
adopted September 12, 1996 authorizing the issuance of Common Shares
in payment of services rendered.
(3) Statements for services from the above stated employees.
(4) The Form S-8 dated January 8, 1999 as filed with the
Commission.
I have examined such other documents and records provided to
me by the Company, instruments and certificates of public
officials, officers and representatives of the Company, and made
such investigations as deemed necessary or appropriate under the
circumstances. In connection with rendering this opinion, I have
reviewed such statutes and judicial precedents as deemed relevant
and necessary. In the examination, I have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted as
originals, the conformity with the original documents of all
documents submitted as copies, and the authenticity of the
originals of such copies. It is further assumed that the
recipients of shares of the Common Stock under the respective
agreements will have paid or earned the consideration required
under the terms of such agreement prior to the issuance of such
stock.
Based upon the foregoing and in reliance thereon, it is my
opinion that, subject to the limitations set forth herein, the
Three Hundred Seventy Thousand (370,000) shares of Common Stock will,
upon issuance and delivery in accordance with the terms of the
service agreements covered by such Registration Statement, be duly
and validly authorized, legally issued, fully paid and
nonassessable and without restrictions on said shares. This
opinion is expressly limited in scope to the shares enumerated
herein and in the Registration Statement and does not cover
subsequent issuance of shares to be made in the future pursuant to
the subject agreements, if any, pertaining to services to be
performed in the future. Such transactions are required to
be included in either a new registration statement or a post-
effective amendment to the Registration Statement including
updated opinions concerning the validity of issuance of such shares.
This opinion is limited to the laws of the state of
Colorado, in particular the Colorado Corporation Law of Colorado,
and no opinion is expressed with respect to the laws of any other
state or jurisdiction. I consent to the filing of this opinion
with the Commission as an exhibit to the Form S-8 filed dated
January 8, 1999.
This opinion is not to be used, circulated, quoted or
otherwise refereed to for any other purpose with my prior written
consent. This opinion is based upon my knowledge of the law and
facts of the date hereof. I assume no obligation to communicate
with you concerning any matter which may come to my attention
after the date hereof.
Very truly yours,
Mark C. Foster, Esq.
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