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EXHIBIT 5.1
[Letterhead of Morris, Manning & Martin, L.L.P.]
September 14, 2000
Manhattan Associates, Inc.
2300 Windy Ridge Parkway
Suite 700
Atlanta, Georgia 30339
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Manhattan Associates, Inc., a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-8, of a proposed offering of 4,000,000 shares of the Company's common
stock, par value $.01 per share (the "Shares") issuable pursuant to the
Manhattan Associates, Inc. 1998 Stock Incentive Plan (the "Plan").
We have examined and are familiar with the originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records, and other instruments relating to the incorporation of the
Company and to the authorization and issuance of Shares under the Plan as would
be necessary and advisable for purposes of rendering this opinion. Based upon
and subject to the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued as contemplated by the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Morris, Manning & Martin, L.L.P.
