Cooley Craig D. Jacoby (415) 693.2147 September 18, 2012 Mort, Inc. 6100 Red Hook Quarter, B-3 St. Thomas, U.S.V.I. 00802 Dear Sir or Madam: We have acted as counsel for AliphCom, a California corporation (the "Company"), in connection with the issuance and sale of 695,301 shares of the Company's Series 5 Preferred Stock (the Preferred Shares") and 1,260,233 shares of the Company's Common Stock (the "Common Shares") (the Preferred Shares and Common Shares being hereinafter collectively referred to as, the "Shares"), to you under the Series 5 Preferred and Common Stock Purchase Agreement dated as of September 18, 2012 (the "Purchase Agreement"). We are rendering this opinion pursuant to Section 5.1(1) of the Purchase Agreement. Except as otherwise defined herein, capitalized terms used but not defined herein have the respective meanings given to them in the Purchase Agreement. In connection with this opinion, we have examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Purchase Agreement by the various parties and originals or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to certain factual matters, we have relied upon certificates of officers of the Company and have not sought to independently verify such matters. Where we render an opinion "to our knowledge" or concerning an item "known to us" or our opinion otherwise refers to our knowledge, it is based solely upon (i) an inquiry of attorneys within this firm who have represented the Company in this transaction, (ii) receipt of a certificate executed by an officer of the Company covering such matters, and (iii) such other investigation, if any, that we specifically set forth herein. In rendering this opinion, we have assumed: the authenticity o