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Exhibit 5.1
October 4, 2000
Webhire, Inc.
91 Hartwell Avenue
Lexington, Massachusetts 02421
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
This opinion is furnished in our capacity as counsel to Webhire, Inc.,
a Delaware corporation (the "Company"), in connection with the registration,
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of
1,702,128 shares (the "Shares") of common stock, par value $.01 per share, of
the Company.
In connection with rendering this opinion, we have examined the
Certificate of Incorporation and the Bylaws 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 (the "Prospectus"); 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 and the Delaware General Corporation Law.
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.
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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Validity of the Common Stock" in the Prospectus.
Very truly yours,
/s/ MCDERMOTT, WILL & EMERY
McDermott, Will and Emery
