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Exhibit 5
November 28, 2000
Edgwater Technology, Inc.
302 East Millsap Road
Fayetteville, Arkansas 72703
Attn: Board of Directors
Ladies and Gentlemen:
You have requested my opinion with respect to certain matters in connection with
the filing by Edgwater Technology, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 4,000,000 shares of the
Company's Common Stock, $.01 par value, (the "Shares") issuable pursuant to its
2000 Employee Stock Option Plan (the "Employee Plan").
In connection with this opinion, I have examined the Registration Statement and
related Prospectus, the Company's Certificates of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as I deem necessary as a basis for this opinion. I have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that
the Shares, when sold and issued in accordance with the Employee Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
EDGEWATER TECHNOLOGY, INC
By: /s/ GORDON Y. ALLISON, ESQ.
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Executive Vice President - General Counsel
& Corporate Secretary
