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EXHIBIT 5.1
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
November 27, 2000
Cyberian Outpost, Inc.
23 North Main Street
Kent, CT 06757
Ladies and Gentlemen:
We have acted as counsel to Cyberian Outpost, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-3 (the "Registration Statement"), pursuant to which the Company is registering
under the Securities Act of 1933, as amended, 3,139,648 shares of the Company's
common stock, $.01 par value per share (the "Shares"), for resale to the public.
The Shares, if and when sold, will be sold by certain security holders of the
Company. This opinion is being rendered in connection with the filing of the
Registration Statement.
In connection with this opinion, we have examined the Company's Restated
Certificate of Incorporation and Restated By-laws, both as currently in effect,
such other records of the corporate proceedings of the Company and certificates
of the Company's officers as we have deemed relevant, and the Registration
Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, photostatic or facsimile copies and the authenticity of the
originals of such copies.
Our opinion is limited to the General Corporation Law of the State of Delaware
(including the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting the laws) and the federal laws of the
United States of America, and we express no opinion with respect to the laws of
any other jurisdiction. No opinion is expressed herein with respect to the
qualification of the Shares under the securities or blue sky laws of any state
or any foreign jurisdiction.
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MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
November 27, 2000
Page 2
Based upon and subject to the foregoing assumptions, limitations and
qualifications, we are of the opinion that (i) the Shares have been duly and
validly authorized by the Company and (ii) the Shares, when sold, will have been
duly and validly issued, fully paid and non-assessable shares of the Common
Stock, free of preemptive rights.
It is understood 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.
The foregoing opinion is rendered as of the date hereof. We assume no obligation
to update such opinion to reflect any facts or circumstances which may hereafter
come to our attention or changes in the law which may hereafter occur. We hereby
consent to (i) the reference to this firm under the under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement and (ii)
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
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