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EXHIBIT 5.1
[MORRIS, MANNING & MARTIN, L.L.P. LETTERHEAD]
January 8, 2001
Manhattan Associates, Inc.
2300 Windy Ridge Parkway, Suite 700
Atlanta, Georgia 30339
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel for Manhattan Associates, Inc., a Georgia
corporation ("Manhattan"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-3, of a proposed offering of 215,000 shares of Manhattan's common stock, $0.01
par value per share ("Shares"), by certain shareholders of Manhattan.
We have examined such documents, corporate records, and other
instruments as we have considered 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 validly issued, and are
fully paid and nonassessable.
This opinion is limited by and is in accordance with, the January 1,
1992, edition of the Interpretive Standards applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion committee
of the Corporate and Banking Law Section of the State Bar of Georgia.
We hereby consent to the filing of this Opinion as an exhibit to
Manhattan's registration statement on Form S-3 and to the reference to our firm
under the caption "Legal Matters" in the Prospectus contained in the
Registration Statement.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
By: /s/ Larry W. Shackelford
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Larry W. Shackelford, Partner
