Exhibit 5.1
FOLEY HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
August 3, 2000
eXcelon Corporation
25 Mall Road
Burlington, MA 01803
Dear Sir or Madam:
We have acted as counsel for eXcelon Corporation, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission on
August 4, 2000 (the "Registration Statement").
The Registration Statement covers the registration of (i) 200,000
shares (the "1996 ESPP Plan Shares") of common stock, $0.001 par value per
share, of the Company (the "Common Stock"), which are to be issued by the
Company pursuant to the Company's 1996 Employee Stock Purchase Plan (the "1996
ESPP Plan"), (ii) 1,000,000 shares (the "1996 Plan Shares") of Common Stock
which are to be issued by the Company pursuant to the Company's 1996 Incentive
and Nonqualified Stock Option Plan (the "1996 Plan"), and (iii) 1,000,000 shares
(the "1997 Plan Shares") of Common Stock which are to be issued by the Company
pursuant to the Company's 1997 Nonqualified Stock Option Plan (the "1997 Plan").
The 1996 ESPP Plan, the 1996 Plan and the 1997 Plan are collectively referred to
herein as the "Plans" and the 1996 ESPP Plan Shares, 1996 Plan Shares and the
1997 Plan Shares are collectively referred to herein as the "Shares".
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plans and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such agreements,
instruments, corporate records, certificates, and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document. As to all matters of fact (including factual conclusions
and characterizations and descriptions of purpose, intention or other state of
mind) we have relied entirely upon certificates of officers of the Company, and
have assumed, without independent inquiry, the accuracy of those certificates.
We further assume that all Shares issued upon exercise of options
granted or to be granted pursuant to the Plans will be issued in accordance with
the terms of such Plans and that the purchase price of the Shares will be
greater than or equal to the par value per share of the Shares.
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Subject to the limitations set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this opinion.
This opinion is limited solely to the Delaware General Corporation Law as
applied by courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options duly granted
pursuant to the Plans and against the payment of the purchase price therefor,
will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ John D. Patterson, Jr.
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A Partner
