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Exhibit 5
BINGHAM DANA LLP
150 Federal Street
Boston, MA 02110
October 5, 2000
Streamline.com, Inc.
27 Dartmouth Street
Westwood, MA 02090
Re: Registration Statement on Form S-3 Under the Securities Act
of 1933, as amended
Ladies and Gentlemen:
We have acted as counsel to Streamline.com, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 4,023,686 shares (the
"Shares") of the Company's Common Stock, $0.01 par value per share, to be
offered by certain stockholders of the Company (the "Selling Stockholders"),
pursuant to a Registration Statement on Form S-3 initially filed by the Company
with the Securities and Exchange Commission on or about October 5, 2000
(the "Registration Statement").
As such counsel, we have reviewed the corporate proceedings of the
Company with respect to the original authorization of the issuance of the
Shares, including the Shares issuable upon exercise of the warrants (the
"Warrants") that are covered by the Registration Statement. We have also
examined and relied upon originals or copies of such corporate records,
instruments, agreements or other documents of the Company, and certificates of
officers of the Company as to certain factual matters, as we have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed. In
our examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
This opinion is limited solely to the Delaware General Corporation Law,
as applied by courts located in Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting those
laws.
Based upon and subject to the foregoing, we are of the opinion that the
Shares which are currently outstanding have been validly issued and are fully
paid and non-assessable and that the Shares issuable upon exercise of the
Warrants, when issued and delivered upon the exercise of the Warrants pursuant
to the terms thereof, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
Bingham Dana LLP
