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EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
June 21, 2000
The viaLink Company
13800 Benson Road
Edmond, Oklahoma 73013
RE: The viaLink Company Registration Statement on Form
S-3 for resale of 2,778,078 shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to The viaLink Company, a Delaware
corporation (the "Company"), in connection with the registration for resale of
2,778,078 shares of the Company's Common Stock (the "Shares"), pursuant to the
Company's Registration Statement on Form S-3 ("Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act").
This opinion is being furnished in accordance with the
requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-B.
We have reviewed the Company's Certificate of Incorporation,
as amended, the Company's Bylaws, as amended, the corporate proceedings taken by
the Company in connection with the original issuance and sale of the Shares and
a certificate of a Company officer regarding the issuance and sale of the
Shares. Based on such review, we are of the opinion that (1) the Shares (other
than Shares issuable upon the exercise of options or warrants) are duly
authorized, legally issued, and, to our knowledge, are fully paid and
non-assessable; and (2) the Shares issuable upon exercise of options or
warrants, if, as and when issued by the Company, are duly authorized and, upon
exercise thereof in the manner and for the consideration expressed in such
options or warrants, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder or
Item 509 of Regulation S-B.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters related to the
Company or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
