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[Opinion of George W. M. Thomas]
October 27, 2000
Board of Directors
MemberWorks Incorporated
9 West Broad Street
Stamford, Connecticut 06902
Re: Shares of Common Stock of MemberWorks Incorporated To Be
Resold Pursuant To Registration Statement on Form S-3
Gentlemen:
I have acted as general counsel to MemberWorks Incorporated (the
"Company") in connection with the Company's filing pursuant to the Securities
Act of 1933, as amended, of a registration statement (the "Registration
Statement") on Form S-3 relating to the offering for resale of up to 425,232
shares of the Company's common stock, par value $0.01 per share (the "Common
Stock"), by certain persons named in the Registration Statement. You have
requested my opinion as to certain matters with respect to the Common Stock.
I have examined such corporate records of the Company, including its
Restated Certificate of Incorporation, its Bylaws, and resolutions of the
Company's board of directors (the "Board of Directors"), as well as such other
documents as I deemed necessary for rendering the opinion hereinafter expressed.
On the basis of the foregoing, I am of the opinion that the Common
Stock has been duly authorized by the Board of Directors and is validly issued,
fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name therein.
Sincerely yours,
/s/ George W. M. Thomas
Senior Vice President and General Counsel
