Exhibit 5
February 10, 2006
Board of Directors
ACE*COMM Corporation
704 Quince Orchard Road
Gaithersburg, MD 20878
Ladies and Gentlemen:
We are acting as special counsel to ACE*COMM Corporation, a Maryland corporation (the
“Company”), in connection with its registration statement on Form S-3 (the “Registration
Statement”), filed with the Securities and Exchange Commission relating to the proposed public
offering of up to 3,400,000 shares of the Company’s common stock, par value $0.01 per share, all of
which shares (the “Shares”) may be sold by certain selling stockholders (each a “Selling
Shareholder”). This opinion letter is furnished to you at your request to enable you to fulfill
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with
the Registration Statement.
For purposes of this opinion letter, we have examined copies of the following documents:
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An executed copy of the Registration Statement. |
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2. |
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Amendment to Securities Purchase Agreement, dated November 11, 2005, by and
among the Company and the purchasers listed therein. |
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3. |
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Securities Purchase Agreement, dated March 31, 2005, by and among the Company
and the purchasers listed therein. |
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4. |
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The Articles of Amendment and Restatement of the Company, as certified by the
Secretary of Company on the date hereof as being complete, accurate and in effect. |
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5. |
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The Bylaws of the Company, with amendments thereto, as certified by the
Secretary of the Company on the date hereof as being complete, accurate, and in effect. |
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6. |
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Resolutions of the Board of Directors of the Company adopted at a meeting held
on October 27, 2005, as certified by the Secretary of the Company on the date hereof as
being complete, accurate, and in effect, relating to, among other things, the issuance
of new “B Warrants” to purchase an aggregate of 1,900,000 shares of the Company’s
common stock and arrangements in connection therewith. |
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7. |
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Resolutions of the Board of Directors of the Company adopted at a meeting held
on March 30, 2005, as certified by the Secretary of the Company on the date hereof as
being complete, accurate, and in effect, relating to, among other things, the original
issuance of 1,000,000 shares of the Company’s common stock and “A Warrants” to purchase
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Board of Directors
Ace*Comm Corporation
Page 2
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aggregate of 500,000 shares of the Company’s common stock and arrangements in connection
therewith. |
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8. |
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Certificate of an officer of the Company, dated as of the date hereof, as to
receipt of the consideration for the Shares. |
In our examination of the aforesaid documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and completeness of all
documents submitted to us, the authenticity of all original documents, and the conformity to
authentic original documents of all documents submitted to us as copies (including telecopies).
This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Maryland General Corporation
Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules,
or regulations. As used herein, the term “Maryland General Corporation Law, as amended” includes
the statutory provisions contained therein, all applicable provisions of the Maryland Constitution
and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the opinion that (a) based upon
the officer’s certificate referred to in Paragraph 8 above confirming receipt by the Company of the
consideration for the Shares specified in the resolutions of the Board of Directors referred to in
Paragraph 7 above, such Shares are validly issued, fully paid, and nonassessable and (b) based upon
the officer’s certificate referred to in Paragraph 8 above confirming receipt by the Company of the
consideration for the Shares underlying the warrants specified in the resolutions of the Board of
Directors referred to in Paragraphs 6 and 7 above, such shares, when issued in accordance with the
Amendment, the Purchase Agreement and the “Warrants A” or “Warrants B,” as applicable, shall be
validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with the Registration
Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes
in the foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration
Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus
constituting a part of the Registration Statement. In giving this consent, we do not thereby admit
that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
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Very truly yours, |
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/s/ Hogan & Hartson L.L.P. |
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HOGAN & HARTSON L.L.P. |