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Exhibit 5.1
[LETTERHEAD OF MCDERMOTT, WILL & EMERY]
January 9, 2001
Primix Solutions Inc.
311 Arsenal Street
Watertown, Massachusetts 02472
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
This opinion is furnished in our capacity as counsel to Primix Solutions
Inc., a Delaware corporation (the "Company"), in connection with the
registration, pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of 2,676,400 shares (the "Shares") of common stock, par
value $0.001 per share, of the Company.
In connection with rendering this opinion, we have examined the
Certificate of Incorporation and the By-laws of the Company, each as amended
to date; such records of the corporate proceedings of the Company as we have
deemed material; a registration statement on Form S-3 under the Securities
Act (the "Registration Statement") relating to the Shares and the prospectus
contained therein; and such other certificates, receipts, records, and
documents as we considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the federal laws of the United States of America, the laws of The
Commonwealth of Massachusetts, the Delaware General Corporation Law and the
Delaware Constitution.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized, legally issued, fully paid and non-assessable by the Company
under the Delaware General Corporation Law and the Delaware Constitution.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of
state laws regulating the offer and sale of securities.
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Primix Solutions Inc.
January 9, 2001
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
MCDERMOTT, WILL & EMERY
