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Exhibit 5.1
Morgan, Lewis & Bockius LLP
One Oxford Centre
Pittsburgh, PA 15219
August 31, 2000
iGate Capital Corporation
1004 McKee Road
Oakdale, Pennsylvania 15071
Ladies and Gentlemen:
We have acted as counsel to iGate Capital Corporation, a Pennsylvania
corporation (the "Company"), in connection with the registration statement on
Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration for resale by the
selling shareholder named in the Registration Statement of an aggregate of up to
1,386,962 shares of the Company's common stock, par value $.01 per share (the
"Shares"), to be issued to GE Capital Equity Investments, Inc. pursuant to that
certain Note Purchase Agreement dated July 22, 1999, as amended by First
Amendment to Note Purchase Agreement and Waiver, dated as of August 1, 2000.
We are familiar with the Registration Statement. As counsel for the Company, we
have examined such corporate records, other documents, and questions of law as
we have considered necessary or appropriate for the purpose of expressing this
opinion. In all examinations of documents, instruments and other papers, we
have assumed the genuineness of all signatures on original and certified
documents and the conformity to original and certified documents of all copies
submitted to us as conformed, photostatic or other copies.
Upon the basis of such examination, we are of the opinion that the Shares, when
issued and delivered as contemplated by the Note, will be validly issued, fully
paid and non-assessable.
It is our understanding that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and any amendment thereto, including any and all post-effective
amendments and any registration statement relating to the same offering that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act,
and to reference to this firm under the caption "Validity of Common Stock." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission.
Yours truly,
/s/ MORGAN, LEWIS & BOCKIUS LLP
