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EXHIBIT 5
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July 27, 2000
Mainspring, Inc.
One Main Street
Cambridge, MA 02142
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We are acting as counsel for Mainspring, Inc., a Delaware corporation (the
"Company"), in connection with the registration on a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of (i) 3,017,669 shares of Common Stock par value $.01 per share of the
Company under the Amended and Restated 1996 Omnibus Stock Plan (the "1996
Plan"), (ii) 5,000,000 shares of Common Stock par value $.01 per share of the
Company under the 2000 Stock Option and Incentive Plan (the "2000 Plan"), (iii)
200,000 shares of Common Stock par value $.01 per share of the Company under the
2000 Non-Employee Director Stock Option Plan (the "Non-Employee Director Plan"),
and 1,000,000 shares of Common Stock par value $.01 per share of the Company
under the 2000 Employee Stock Purchase Plan (the "Purchase Plan") (collectively
the "Stock Plans").
In rendering our opinion, we have examined, and are familiar with, and have
relied as to factual matters solely upon, originals or copies certified, or
otherwise identified to our satisfaction, of such documents, corporate records
or other instruments as we have deemed necessary or appropriate for the purposes
of the opinion set forth herein, including, without limitation, (a) the Stock
Plans, (b) the Company's Fourth Amended and Restated Certificate of
Incorporation, as amended, (c) the Company's By-laws, (d) a specimen of the form
of Certificate evidencing the shares of Common Stock of the Company and (e) the
minute books of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock of the Company issued or proposed to be issued pursuant
to the terms of the Stock Plans, and the terms of any agreement relating to such
issuance, will be upon receipt of the consideration provided for in the Stock
Plans, validly issued, fully paid and nonassessable upon the issuance of such
shares in accordance with the terms of the Stock Plans.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
