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EXHIBIT 5.0
10480 LITTLE PATUXENT PARKWAY
[RWD LOGO] RWD BUILDING, SUITE 1200
COLUMBIA, MD 21044-3530
(410) 730-4377
FAX (410) 964-0039
July 31, 2000
RWD-L9284
RWD Technologies, Inc.
10480 Little Patuxent Parkway
Suite 1200
Columbia, Maryland 21044
Ladies and Gentlemen:
I, as counsel to RWD Technologies, Inc., a Maryland Corporation (the
"Company"), hereby provide this opinion in connection with the preparation and
filing with the Securities and Exchange Commission of a registration statement
on Form S-8 (the "Registration Statement") registering 3,500,000 shares of
Common Stock, par value $0.10 per share, issuable pursuant to the exercise of
options and other awards granted under the RWD Technologies, Inc. Amended 1998
Omnibus Stock Incentive Plan (the "Shares").
I have examined copies of the Company's Articles of Amendment and
Restatement of the Charter, Amended and Restated Bylaws, the Plan, all
resolutions adopted by the Company's Board of Directors relating to the above
and other records and documents that I have deemed necessary for the purpose of
this opinion. I have also examined such other documents, papers, statutes and
authorities that I have deemed necessary to form a basis for this opinion. In
my examination, I have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to me. As to various
questions of fact material to this opinion, I have relied on statements and
certificates of officers and representatives of the Company and others.
Based upon the foregoing, I am of the opinion that Shares issuable under
the Plan have been duly authorized and will be (when issued, sold and delivered
as authorized) validly issued, fully paid and non-assessable.
The opinion set forth herein is limited to matters governed by the laws of
the State of Maryland and the Federal Laws of the United States of America, and
I express no opinion as to any other laws.
I hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement.
Very truly yours,
RWD TECHNOLOGIES, INC.
/s/ Laurens MacLure, Jr.
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General Counsel
