Exhibits 5.1 and 23.1
[WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]
June 2, 2000
The Board of Directors
Open Plan Systems, Inc.
4299 Carolina Avenue, Building C
Richmond, Virginia 23222
Re: Open Plan Systems, Inc. Employee Stock Purchase and Bonus Plan
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Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Open Plan Systems, Inc., a Virginia corporation (the
"Company"), with respect to the offer and sale from time to time pursuant to the
Open Plan Systems, Inc. Employee Stock Purchase and Bonus Plan (the "Plan"), of
common stock (the "Common Stock") of the Company in accordance with the terms of
the Plan. We have reviewed the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission to effect the registration of the Common Stock under the
Securities Act of 1933, as amended.
In this regard, we have examined such corporate proceedings, records
and documents as we have deemed necessary or advisable in connection with the
opinions set forth herein.
Based upon such examination, it is our opinion that the shares of
Common Stock which constitute original issuance securities, when issued pursuant
to the Registration Statement and the terms and conditions of the Plan, will be
legally issued, fully paid and non-assessable under the current laws of the
Commonwealth of Virginia.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm as counsel to the
Company in the Registration Statement.
Very truly yours,
Williams, Mullen, Clark & Dobbins, P.C.
By: /s/ Robert E. Spicer, Jr.
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Robert E. Spicer, Jr.
