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November 17, 2000
Board of Directors
TeleTech Holdings, Inc.
1700 Lincoln Street, Suite 1400
Denver, CO 80203
Gentlemen:
This firm has acted as counsel to TeleTech Holdings, Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-4, as amended (the "Registration Statement"), filed with the
Securities and Exchange Commission for registration of up to 8,428,371
shares of the Company's common stock, par value $0.01 per share (the
"Shares"), to be issued to the stockholders of Newgen Results Corporation, a
Delaware corporation ("Newgen"). The Shares are being offered in connection
with that certain merger (the "Merger") of NG Acquisition Corp., a newly
formed Delaware corporation and wholly-owned subsidiary of the Company
("Sub"), with and into Newgen, as contemplated by the terms of that certain
Agreement and Plan of Merger dated August 21, 2000 by and among the Company,
Sub and Newgen (the "Merger Agreement"). This opinion letter is furnished to
you at your request to enable you to fulfill the requirements of Item
601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection
with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. An executed copy of the Merger Agreement.
3. The Restated Certificate of Incorporation of the Company, as certified
by the Secretary of the State of the State of Delaware on
November 16, 2000 and by the Secretary of the Company on the
date hereof as being complete, accurate, and in effect.
4. The Amended and Restated Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being complete,
accurate, and in effect.
5. Resolutions of the Board of Directors of the Company adopted at a
meeting held on August 16, 2000, and adopted by written consent on
October 4, 2000, as certified by the Secretary of the Company on the
date
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hereof as being complete, accurate, and in effect, relating to the
issuance and sale of the Shares and arrangements in connection
therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the Delaware
General Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the opinion
that following (i) effectiveness of the Registration Statement, (ii) the
effectiveness of the Merger under applicable law and the issuance of the Shares
pursuant to the terms of the Merger Agreement and (iii) receipt by the Company
of the consideration for the Shares specified in the resolutions of the Board of
Directors, the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
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