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Exhibit 5.1
MORRISON & FOERSTER LLP
New York, New York
July 21, 2000
Leapnet, Inc.
420 West Huron Street
Chicago, Illinois 60610
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to
be filed by you with the Securities and Exchange Commission (the "SEC") on July
21, 2000 (the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 5,000,000
shares of your common stock, $.01 par value per share (the "Plan Shares"), which
will be issuable under the Leapnet Employee Incentive Compensation Plan, as
amended (the "Plan").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plan and the authorization of the issuance of the Plan Shares and such documents
as we have deemed necessary to render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
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