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EXHIBIT 5.1
[FCG Logo]
July 5, 2000
First Consulting Group, Inc.
111 W. Ocean Boulevard
Long Beach, CA 90802
Ladies and Gentlemen:
You have requested my opinion as General Counsel of First Consulting Group,
Inc., a Delaware corporation (the "Company") with respect to certain matters in
connection with the filing by the Company of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
covering the offering of up to 1,500,000 shares of the Company's common stock,
$0.001 par value (the "Shares"), comprised of (i) up to 1,000,000 of the Shares
pursuant to the Company's 1997 Equity Incentive Plan, and (ii) up to 500,000 of
the Shares pursuant to the Company's 2000 Associate Stock Purchase Plan
(collectively, the "Plans").
In connection with this opinion, I have examined the Registration Statement, the
Plans and related prospectuses, your Certificate of Incorporation and Bylaws,
and such other documents, records, certificates, memoranda and other instruments
as I deem necessary as a basis for this opinion. I have assumed the genuineness
and authenticity of all documents submitted to me as originals, the conformity
to originals of all documents submitted to me as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that
the Shares, when sold and issued in accordance with the Plans and related
prospectuses and the Registration Statement, will be validly issued, fully paid
and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ ROBERT R. HOLMEN
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Robert R. Holmen
General Counsel
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