EX-5.1 2 widepointex5one.htm LEGAL OPINION WidePoint Corporation Exhibit 5.1

Exhibit 5.1



       

FOLEY & LARDNER LLP

ATTORNEYS AT LAW

   


May 5, 2005

  



WASHINGTON HARBOUR

3000 K STREET, N.W., SUITE 500

WASHINGTON, D.C. 2007-5143

202.672.5300 TEL

202.672.5399 FAX

www.foley.com



Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549


Re:

WidePoint Corporation (the “Company”)

Registration Statement on Form S-1


To the commission:


We are counsel to the Company and have represented the Company in connection with the preparation of the Registration Statement on Form S-1, Amendment No. 1 to which is being filed today with Commission (together with all exhibits thereto, the “Registration Statement”). The Registration Statement relates to the secondary registration on behalf of certain shareholders (the “Selling Shareholders”) of 5,000,000 shares of common stock that are outstanding and held by four institutional shareholders and shares of common stock that are issuable to two institutional investors upon: (i) the conversion of 1,745,714 shares of the Company’s Series A Convertible Preferred Stock into 17,457,140 shares of common stock, and (ii) the exercise of warrants to purchase up to 8,739,999 shares of common stock.  The shares to be covered by the Registration Statement are hereinafter referred to as the “Shares.


This opinion is being delivered to the Commission as Exhibit 5.1 to the Registration Statement.


We have examined (i) the Certificate of Incorporation, and all amendments thereto, of the Company, certified by the Secretary of the State of the State of Delaware, (ii) the By-laws of the Company, certified by the Secretary of the Company as being those currently in effect, (iii) the registration Statement, and (iv) such other corporate records, certificates, documents and other instruments as in our opinion are necessary or appropriate in connection with expressing the opinions set forth below.


Based upon the foregoing, it is our opinion that (A) the Company is a corporation duly organized and existing under the laws of the State of Delaware; and (B) the Shares to be issured to and sold by the Selling Shareholders will be, when sold in accordance with the prospectus disclosure contained in the Registration Statement, legally issued, fully paid and non-assessable.


This firm hereby consents to the reference to it in the Registration Statement and the filing of this opinion as Exhibit 5.1 thereto.  



 

Very truly yours,

 


/s/ Foley & Lardner LLP

Foley & Lardner LLP