EXHIBIT 5.0
----------------------
PIPER
MARBURY
RUDNICK
& WOLFE LLP
----------------------
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com
PHONE (410) 580-3000
FAX (410) 580-3001
November 30, 2000
Caliber Learning Network, Inc.
509 South Exeter Street
Suite 400
Baltimore, Maryland 21202
Ladies and Gentlemen:
We have acted as counsel to Caliber Learning Network, Inc., a Maryland
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-8
(the "Registration Statement") registering 200,000 shares of Common Stock, par
value $.01 per share (the "Common Stock"), issuable pursuant to subscriptions
under the 1999 Employee Stock Purchase Plan (the "Shares").
We have examined copies of the Company's Amended and Restated Charter,
By-Laws, the Plan, all resolutions adopted by the Company's Board of Directors
relating to the above and other records and documents that we have deemed
necessary for the purpose of this opinion. We have also examined such other
documents, papers, statutes, and authorities as we have deemed necessary to form
a basis for this opinion. In our examination, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies submitted
to us. As to various questions of fact material to this opinion, we have relied
on statements and certificates of officers and representatives of the Company
and others.
Based upon the foregoing, we are of the opinion that the Shares
issuable under the 1999 Employee Stock Purchase Plan have been duly authorized
and will be (when issued, sold and delivered as authorized) validly issued,
fully paid and non-assessable.
The opinion set forth herein is limited to matters governed by the laws
of the State of Maryland and the Federal Laws of the United States of America,
and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
<PAGE>
