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EXHIBIT 5.1
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April 27, 2001
The Board of Directors
USURF America, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
Gentlemen:
We have acted as counsel to USURF America, Inc., a Nevada corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities
and Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement covers the following securities of the Company:
A. Up to 4,587,387 shares of Company Common Stock, all of which are issued
and outstanding, and all of which are held by shareholders of the
Company (these 4,587,387 shares being referred to herein as the
"Selling Shareholder Stock"); and
B. Up to 2,641,477 shares of Company Common Stock underlying issued and
outstanding common stock purchase warrants of the Company (these
2,641,477 shares being referred to herein as the "Warrant Stock").
As counsel for the Company, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of the corporate
records of the Company and such other documents or certificates of public
officials as we have deemed necessary for the opinions expressed herein.
In rendering the opinions set forth herein, we have assumed (i) the legal
capacity of all natural persons, (ii) the authenticity of all documents
submitted to us as originals and (iii) the conformity to original documents
of all documents submitted to us as copies.
Based upon our examination of such documents, materials, certificates and
information as we have deemed appropriate or relevant for the purpose of
delivering this opinion, but subject to the qualifications set forth
herein, we are of the following opinion:
1. The Company is a corporation duly organized and lawfully existing and
in good standing under the laws of the State of Nevada.
2. The 4,587,387 shares of the Selling Shareholder Stock owned by the
various shareholders named in the Prospectus filed as part of the
Registration Statement are validly issued and were duly authorized for
issuance by the Board of Directors of the Company at valid meetings
thereof, after due consideration by the Board of Directors of the facts
and circumstances surrounding such issuances, legally issued in
accordance with the laws of the State of Nevada, and appropriate stock
certificates representing such shares of Selling Shareholder Stock have
been issued; the 4,587,387 shares of Selling Shareholder Stock are
fully paid and non-assessable.
3. The 2,641,477 shares of Warrant Stock issuable upon exercise of
certain outstanding common stock purchase warrants of the Company, when
paid for and issued in accordance with their respective terms, will be
legally issued, fully paid and non-assessable shares of Common Stock of
the Company.
The foregoing is based solely on the facts stated herein. No opinion
contained herein shall be construed to infer an opinion relating to any
other situation, unless such opinion is stated expressly herein.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the "Litigation
Other Litigation" and "Legal Matters" headings in the Prospectus forming
part of the Registration Statement.
Sincerely,
/s/
NEWLAN & NEWLAN