EXHIBIT 5
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
47, Avenue Hoche
75008 Paris
TEL (212) 715-9100 France
FAX (212) 715-8000
October 26, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to Mobius Management Systems, Inc., a
Delaware corporation (the "Registrant"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission"), with respect to
the registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 707,900 shares (the "Shares") of common stock, par value $0.0001
per share (the "Common Stock"), to be issued pursuant to the Registrant's 1996
Stock Incentive Plan and the 1998 Employee Stock Purchase Plan (collectively,
the "Plans").
In connection with the registration of the Shares, we have
reviewed copies of the Registration Statement, the Plans, the Second Amended and
Restated Certificate of Incorporation and the Amended and Restated By-laws of
the Registrant, and such other documents and records as we have deemed necessary
to enable us to express an opinion on the matters covered hereby.
We have also examined and relied upon representations,
statements, or certificates of public officials and officers and representatives
of the Registrant.
Based upon the foregoing, we are of the opinion that the
Shares covered by the Registration Statement have been duly authorized and, upon
thereof and payment therefor in accordance with the terms stated in the
applicable Plans, will be validly issued, fully paid and non-assessable.
We express no opinion with respect to the laws of any
jurisdiction other than the federal laws of the United States, the Delaware
General Corporation Law and the laws of the State of New York.
Kenneth P. Kopelman, a partner at this firm, is a member of
the Registrant's board of directors and owns 2,350 shares of Common Stock and
owns options to purchase 20,000 shares of Common Stock. In addition, Mr.
Kopelman may be deemed to be the beneficial owner of 1,500 shares of the
Registrant's Common Stock owned by his minor children.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
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We are delivering this opinion to the Registrant, and no
person other than the Registrant may rely upon it.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
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