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EXHIBIT 5.1
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May 30, 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 4,647,387 shares of Company Common Stock, all of which are issued and outstanding,
and all of which are held by shareholders of the Company (these 4,647,387 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 4,647,387 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 4,647,387
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