Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement 164 762K
(General Form)
2: EX-2.1-4 Plan of Acquisition, Reorganization, Arrangement, 3 12K
Liquidation or Succession
3: EX-4.10 Instrument Defining the Rights of Security Holders 14 63K
4: EX-5.1 Opinion re: Legality 2 13K
5: EX-10.26 Material Contract 29 88K
6: EX-23.1 Consent of Experts or Counsel 1 6K
7: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 9K
EX-5.1 — Opinion re: Legality
EX-5.1 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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[VINSON & ELKINS LETTERHEAD]
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
TELEPHONE (214) 220-7700
FAX (214) 220-7716
November 13, 2000
Digital:Convergence Corporation
9101 N. Central Expressway
6th Floor
Dallas, Texas 75231
Ladies and Gentlemen:
We have acted as counsel for Digital:Convergence Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-1 (as it may hereafter be amended, the
"Registration Statement"), which has been filed by the Company with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 (the "1933 Act") and the rules and regulations
thereunder the sale of up to 11,500,000 shares (the "Shares") of the Company's
common stock, $.01 par value per share. The Shares will be offered and sold
pursuant to an underwriting agreement (the "Underwriting Agreement") to be
entered into between the Company, Merrill Lynch & Co., ING Barings, Banc of
America Securities LLC and Bear, Stearns & Co. Inc. and an international
purchase agreement (the "International Purchase Agreement") to be entered into
between the Company, Merrill Lynch International, ING Barings Limited, Bank of
America International Limited and Bear, Stearns International Limited.
We are rendering this opinion as of the time the Registration
Statement becomes effective in accordance with Section 8(a) of the 1933 Act.
In connection with this opinion, we have assumed that the Registration
Statement will have become effective and the Shares will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
described in the Registration Statement and the applicable prospectus.
Before rendering the opinion hereinafter set forth, we examined,
among other things, the proposed form of Underwriting Agreement, the proposed
form of International Purchase Agreement, the Registration Statement, the
Company's Second Amended and Restated Certificate of Incorporation, the
Company's Amended and Restated Bylaws, resolutions of the Company's Board of
Directors, and originals or photostatic or certified copies of all those
corporate records of the Company and of all those agreements, communications
and other instruments, certificates of public officials, certificates of
corporate officials and such other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth. As to factual
matters, with respect to information which is in the possession of the
Digital:Convergence Corporation
Page 2
November 13, 2000
Company relevant to the opinion herein stated, we have relied without
investigation, to the extent we deem such reliance proper, upon certificates
or representations made by its duly authorized representative.
Based upon the assumptions, and subject to the exceptions and
qualifications set forth herein, we are of the opinion that, when the Shares
have been issued and delivered in accordance with the terms of the
Underwriting Agreement and the International Purchase Agreement (including the
receipt by the Company of the consideration for the Shares described therein),
the Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is subject to the following assumptions,
exceptions and qualifications:
(a) We have assumed that (i) all information contained in all
documents reviewed by us is true and correct, (ii) all signatures on all
documents reviewed by us are genuine, (iii) all documents submitted to us as
originals are true and complete, (iv) all documents submitted to us as copies
are true and complete copies of the originals thereof, (v) each natural person
signing any document reviewed by us had the legal capacity to do so, (vi) each
natural person signing in a representative capacity any document reviewed by
us had authority to sign in such capacity, and (vii) the laws of any
jurisdiction other than Texas that govern any of the documents reviewed by us
(other than the Company's Second Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws) do not modify the terms that
appear in any such document.
(b) The opinion expressed in this letter is limited to the laws of
the State of Texas, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and the references to us under the heading
"Legal Matters" in the prospectus that forms a part of the Registration
Statement. In giving this consent, we do not hereby admit that we are within
the category of persons whose consent is required under Section 7 of the 1933
Act and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
We express no opinion as to any matter other than as expressly set
forth above, and no opinion, other than the opinion given herein, is to or may
be inferred or implied herefrom. We undertake no, and hereby disclaim any,
obligation to advise the Company or anyone else of any change in any matter
set forth herein.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
Dates Referenced Herein
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Filed on: | | 11/13/00 | | 1 | | 2 | | | None on these Dates |
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