Roseville Telephone Co – ‘S-4’ on 3/22/95 – EX-2

As of:  Wednesday, 3/22/95   ·   Accession #:  85153-95-4   ·   File #:  33-58181

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a                32±   128K 
                          Business-Combination Transaction                       
 2: EX-1        Underwriting Agreement                                21±    87K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      1      6K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws      2±     7K 

EX-2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

                                      EXHIBIT 5.01
___________ ___ , 1995      

Roseville ComTech                                                               
211 Lincoln Street                                                              
Roseville, California                                                           

Gentlemen:                                                                      

We have acted as your counsel in connection with the        
organization of Roseville ComTech, a California corporation                     
("Holding Company"), and the preparation of a Registration                      
Statement on Form S-4, Reg. No. 33-______, as amended by                        
Amendment No. 1 thereto, filed with the Securities and Exchange                 
Commission on or about March ___, 1995 (the "Registration                       
Statement"), relating to the registration under the Securities                  
Act of 1933, as amended, of 14,484,953 shares of the Holding                    
Company's Common Stock, without par value.                                      

In so acting, we have participated in the preparation       
of the Registration Statement, the Certificate of Incorporation                 
of Holding Company as filed with the Secretary of State of the                  
State of California, the Bylaws and the minute book of Holding                  
Company, the form of stock certificate and originals or copies                  
(certified or otherwise identified to our satisfaction) of such                 
records, documents, certificates and other instruments and have                 
made such other investigations as in our judgment are necessary                 
or appropriate to enable us to render the opinion hereinafter                   
expressed.                                                                      

Based upon the foregoing it is our opinion that all of      
the shares of Holding Company Common Stock, when sold and issued                
in accordance with the final prospectus will be legally and                     
validly issued and outstanding, fully paid and nonassessable.                   

We are aware that the Registration Statement indicates      
we have passed on legal matters in connection with the merger of                
Roseville Telephone Company into a wholly-owned subsidiary of                   
Holding Company and the issuance of Holding Company's Common                    
Stock thereunder, and we hereby consent to all references to us                 
therein.                                                                        

Very truly yours,             

DRAFT