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December 20, 2000
Board of Directors
TeleTech Holdings, Inc.
1700 Lincoln Street, Suite 1400
Denver, CO 80203
Ladies and Gentlemen:
This firm has acted as special counsel to TeleTech Holdings, Inc., a
Delaware corporation (the "Company"), in connection with its registration,
pursuant to a registration statement on Form S-8 (the "Registration Statement"),
of 1,222,403 shares (the "Shares") of common stock, par value $.01 per share, of
the Company, issuable under the terms of the Plans (as defined below). Of such
Shares, (i) 346,700 shares are issuable upon exercise of options outstanding
under Newgen Results Corporation's ("Newgen") 1996 Equity Incentive Plan (the
"1996 Plan") on the date hereof; (ii) 811,703 shares are issuable upon
exercise of options outstanding under Newgen's 1998 Equity Incentive Plan (the
"1998 Plan") on the date hereof; and (iii) 64,000 shares are issuable upon
exercise of options outstanding under nonstatutory stock option agreements to
which Newgen is a party (the "Option Agreements," and together with the 1996
Plan and the 1998 Plan, the "Plans") on the date hereof. This 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 such registration.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the 1996 Plan, as certified by the Secretary of the
Company on the date hereof as being complete, accurate and in
effect.
3. A copy of the 1998 Plan, as certified by the Secretary of the
Company on the date hereof as being complete, accurate and in
effect.
4. Copies of the Option Agreements, as certified by the Secretary
of the Company on the date hereof as being complete, accurate
and in effect.
5. The Agreement and Plan of Merger (the "Merger Agreement"),
dated August 21, 2000, by and among the Company, Newgen and NG
Acquisition Corp.
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6. The Restated Certificate of Incorporation of the Company, as
certified by the Secretary of State of the State of Delaware
on November 16, 2000 and as certified by the Secretary of the
Company on the date hereof as being complete, accurate and in
effect.
7. 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.
8. A certificate of good standing of the Company issued by the
Secretary of State of the State of Delaware dated December 20,
2000.
9. Resolutions of the Board of Directors of the Company adopted
at a meeting held on August 16, 2000, as certified by the
Secretary of the Company on the date hereof as being complete,
accurate and in effect.
10. A certificate of an officer of the Company, dated December 20,
2000, as to certain facts relating to the Company.
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)
issuance of the Shares on the terms contemplated in the Merger Agreement and
pursuant to the Plans and (iii) receipt by the Company of the consideration for
the Shares specified in the resolutions of the Board of Directors authorizing
the issuance thereof (the form of which is in accordance with applicable law),
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.
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We hereby consent to the filing of this opinion letter as Exhibit 5.1
to 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.
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HOGAN & HARTSON L.L.P.
