Legal Opinion of Buchanan Ingersoll, P.C. Regarding Loan Agreement Between Aquis Communications Group, Inc. and Lenders
Summary
This letter is a legal opinion from Buchanan Ingersoll, P.C., addressed to AMRO International, S.A., concerning a Loan Agreement dated March 31, 2000, between Aquis Communications Group, Inc. and certain lenders. The opinion confirms that Aquis is duly organized, has the authority to enter into the agreement, and that the related convertible debentures and warrants are validly issued and binding. It also states that the transactions comply with relevant laws and do not violate the company's governing documents or other agreements.
EX-10.56 14 b311980_ex10-56.txt OPINION OF BUCHANAN INGERSOLL, P.C. DATED 6/8/01 [LETTER HEAD OF BUCHANAN INGERSOLL] PROFESSIONAL CORPORATION Attorneys Joseph P. Galda Eleven Penn Center, 14th Floor ###-###-#### 1835 Market Street ***@*** Philadelphia, PA 19103-2985 Telephone: 215 ###-###-#### Fax: 215 ###-###-#### April 11, 2000 AMRO International, S.A. C/o UltraFinaz AG Grossmuenster Platz 6 Zurich CHO8O22 Switzerland Re: Loan Agreement between the Lenders Signatory thereto and Aquis Communications Group, Inc. Ladies and Gentlemen: This opinion is furnished to you pursuant to the Loan Agreement by and between the investors signatory thereto (the "Lenders") and Aquis Communications Group, Inc., a Delaware corporation (the "Company"), dated as of March 31, 2000 (the "Loan Agreement"), which provides for the issuance and sale by the Company of (i) $2,000,000 principal amount of 11% Convertible Debentures and (ii) warrants to purchase shares of Common Stock of the Company based upon a formula provided in the Loan Agreement (the "Warrants"). All terms used herein have the meanings defined for them in the Loan Agreement unless otherwise defined herein. We have acted as counsel for the Company in connection with the negotiation of the Loan Agreement, the Convertible, Debentures, the Warrants, and the Registration Rights Agreement between the Lenders and the Company, dated as of March 21, 2000 (the "Registration Rights Agreement"), and the Escrow Agreement between the Lenders, the Company and Epstein Becker & Green, P.C., dated as of March 21, 2000 (the "Escrow Agreement", and together with the Loan Agreement, the Convertible Debentures, the Warrants and the Registration Rights Agreement, the "Agreements"). In rendering this opinion, this firm has relied upon and made such examination and investigation of legal and factual matters as we have deemed relevant, including originals or copies, certified or otherwise identified to our satisfaction, of the Agreements, certificates of officers of the Company, resolutions of the Company's Board of Directors, good standing certificates for the Company, and of such corporate records and such certificates or comparable documents of public officials and officers and representatives of the Company. In all cases, we have assumed the legal capacity of each natural person signing any of the Agreements, the genuineness of signatures on and the authenticity of documents submitted to us as originals, the conformity to authentic original documents of documents submitted to us as Buchanan Ingersoll PROFESSIONAL CORPORATION AMRO International, S.A. April 11, 2000 Page 2 certified or photostatic copies, the due execution and delivery of documents where due execution is requisite to the effectiveness thereof and the accuracy and completeness of all corporate records, certifications and other information made available to us by the Company. We have further assumed without verification that the Agreements have been duly authorized, executed and delivered by, and are the legal, valid and binding obligations of, all parties thereto other than the Company. We have also relied on the records of the Company's transfer agent, including the transfer agent's stock ledger of the issuances of shares of the Company's common stock and daily transaction journals in connection therewith, and have assumed the accuracy and completeness thereof. As to questions of fact material to this opinion, we have relied upon the accuracy of the representations and warranties made by the parties in the Agreements and of the certificates and other comparable documents of officers and authorized representatives of the Company, and of public officials. Statements made herein "to the best of our knowledge" or with respect to matters "known to us" are based solely on information actually known to those attorneys currently practicing with this firm and engaged in the representation of the Company in connection with the transactions contemplated by the Agreements. We have made no independent examination of factual matters set forth in the aforesaid certificates, representations or warranties for the purpose of rendering this opinion. Based on the foregoing, and subject to the qualifications, limitations and assumptions stated herein, in our opinion: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Company's SEC Documents. To our knowledge, the Company does not have any subsidiaries and does not own more than fifty percent (50%) of the outstanding capital stock of or control any other business entity other than as disclosed in the SEC Documents. 2. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and the Warrants and to issue the Convertible Debentures, the Conversion Shares, the Warrants and the Warrant Shares. The execution and delivery of the Agreements by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate action and, subject to the number of authorized shares of Common Stock in the Company's Certificate of Incorporation, no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of the Agreements has been duly executed and delivered, and the Warrants have each been duly executed, issued and delivered by the Company and each of the Agreements and the Warrants constitutes valid and binding obligations of the Company Buchanan Ingersoll PROFESSIONAL CORPORATION AMRO International, S.A. April 11, 2000 Page 3 enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. 3. The execution, delivery and performance of the Agreements by the Company and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the Convertible Debentures, the Conversion Shares, the Warrants and the Warrant Shares, do not and will not (i) result in a violation of the Company's Certificate of Incorporation or By-Laws; (ii) to our knowledge, conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture, instrument or any "lock-up", first refusal or similar provision of any underwriting or similar agreement to which the Company is a party; or (iii) result in a violation of any federal or state law, rule or regulation applicable to the Company or by which any property or asset of the Company is bound or affected, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect. To our knowledge, the Company is not in violation of any terms of its Certificate of Incorporation or Bylaws. The Convertible Debentures are not subject to the defense of usury. 4. The issuance of the Convertible Debentures and the Warrants in accordance with the Loan Agreement, and the issuance of the Conversion Shares and the Warrant Shares in accordance with the Convertible Debentures and the Warrants, respectively, will be exempt from registration under the Securities Act of 1933, as amended, and will be in compliance with the state securities laws of the Company's principal place of business. When so issued, the Conversion Shares and the Warrant Shares will be duly and validly issued, fully paid and nonassessable, and free of any liens, encumbrances and preemptive or similar rights contained in the Company's Certificate of Incorporation or Bylaws or, to our knowledge, in any agreement to which the Company is party. 5. Except as disclosed in the SEC Documents, we have not been engaged to devote substantive attention to any claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or against any officer or director of the Company in his or her capacity as such, except for such proceedings which, if judgment were rendered against the Company as would not, individually or in the aggregate, have a Material Adverse Effect. To our knowledge, the Company is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. Buchanan Ingersoll PROFESSIONAL CORPORATION AMRO International, S.A. April 11, 2000 Page 4 6. The authorized capital stock of the Company consists of 75,000,000 shares of common stock, $0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value per share. The opinions set forth above are subject to the following qualifications and limitations: (a) We express no opinion as to the effect on the validity, enforceability or binding effect of any Agreement of the application of equitable principles (whether considered in a proceeding at law or in equity) or of bankruptcy, insolvency, reorganization, moratorium and other laws now or hereafter in effect affecting the enforcement of creditors' rights and remedies (including those relating to fraudulent conveyances and transfers), or of laws relating to fraud or of public policy principles. (b) We express no opinion as to the enforceability of any provision in any Agreement relating to conflicts of law, choice or law or consent to jurisdiction and venue, or as to the effect on the Agreements or any of the opinions set forth above of any documents which we have not reviewed. (c) We express no opinion as to the availability of self-help or other non-judicial remedies or equitable remedies, including without limitation specific performance and injunctive relief. (d) We express no opinion on the validity, binding effect or enforceability under certain circumstances of provisions of the Agreements: (i) that provide that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy, or that the election of some remedy or remedies does not preclude recourse to one or more other remedies, (ii) that provide that injunctive relief or specific performance may be available as a remedy for breach, (iii) that purport to prevent oral modification or waivers, or (iv) the breach of which a court concludes is not material or does not adversely affect the Company. (e) We express no opinion on the validity or enforceability of any of the provisions of the Agreements under which any party thereto waives any right afforded to such party by applicable law after a default. Buchanan Ingersoll PROFESSIONAL CORPORATION AMRO International, S.A. April 11, 2000 Page 5 (f) We express no opinion on compliance with fiduciary duty requirements. Our opinion is subject to judicial decisions which indicate that public policy many render unenforceable provisions respecting payment of cash and expenses of enforcement, including, without limitation, attorneys' fees. Our opinion expressed in Paragraph 1 above, insofar as it relates to the valid existence and good standing of the Company as a corporation incorporated in Delaware, is based solely on certificates of good standing of a recent date from the Secretary of State of the State of Delaware and is limited accordingly. We are licensed to practice law in the Commonwealth of Pennsylvania and are experienced in evaluating matters requiring a general knowledge of the corporate statutes of the State of Delaware. However, we do not hold ourselves out to be experts on, or generally familiar with or qualified to express a legal opinion on, the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania, the Delaware General Corporation Law and the federal laws of the United States. In giving this opinion, we are not passing on any matters of the laws of any jurisdiction other than the federal laws of the United States, the laws of the Commonwealth of Pennsylvania and any issues that may arise under the Delaware General Corporation Law. This opinion is issued as of the date hereof and is necessarily limited to the laws now in effect and the facts and circumstances known to us on the date hereof. We are not assuming any obligation to review or update this opinion should applicable law or the existing facts and circumstances change. The opinions expressed above are solely for your benefit in connection with the transactions contemplated by the Agreement and may not be relied upon by you in connection with any other matter or by any other person without our express prior written consent. Very truly yours, BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By: ----------------------------------- Joseph P. Galda
