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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
July 13, 2000
The viaLink Company
13155 Noel Road, Suite 800
Dallas, Texas 75240
Re: The viaLink Company Registration Statement on Form S-8 for
an aggregate of 5,566,880 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 on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
an additional 5,566,880 shares of the Company's common stock (the "Shares")
authorized for issuance under the Company's 1999 Stock Option/Stock Issuance
Plan (the "Plan").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-B.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
of the Plan. Based on such review, we are of the opinion that if, as and when
the shares are issued and sold (and the consideration therefor received)
pursuant to the provisions of option agreements or direct stock issuances duly
authorized under the Plan and in accordance with the Registration Statement,
such Shares will be duly authorized, legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement.
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 relating to the
Company, the Plan or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
