March 29, 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-8 (the “Registration
Statement”), filed with the Securities and Exchange Commission relating to the proposed public
offering of up to 700,000 shares of the Company’s common stock, par value $0.01 per share, all of
which shares (the “Shares”) may be issued by the Company pursuant to the ACE*COMM Corporation
Amended and Restated Omnibus Stock Plan, as amended (the “Plan”). 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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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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3. |
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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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4. |
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Resolutions of the Board of Directors of the Company adopted at a meeting held
on September 21, 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 Plan
and the issuance of the Shares thereunder. |
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5. |
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Resolutions adopted at a meeting of the shareholders held on December 2, 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 Plan and the issuance of
the Shares thereunder. |
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 assuming
receipt by the Company of the consideration for the Shares specified in the resolutions of the
Board of Directors referred to in Paragraph 4 above, the Shares, when issued in accordance with the
Plan, 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.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.