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EXHIBIT 5.1
MORGAN, LEWIS & BOCKIUS LLP
ONE OXFORD CENTRE
PITTSBURGH, PENNSYLVANIA 15219-1417
August 28, 2000
ServiceWare Technologies, Inc.
333 Allegheny Avenue
Oakmont, PA 15139
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") for filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and the regulations thereunder.
The Registration Statement relates to an aggregate of 500,000 shares of Common
Stock, par value $.01 per share (the "Common Stock"), of ServiceWare
Technologies, Inc. (the "Company") which will be issued pursuant to the Employee
Stock Purchase Plan (the "Plan"). We have examined the Company's Third Amended
and Restated Certificate of Incorporation, the Company's Amended and Restated
Bylaws, minutes and such other documents, and have made such inquiries of the
Company's officers, as we deemed appropriate. In our examination, we have
assumed the genuiness of all signatures, the authenticity of all items submitted
to us as originals, and the conformity with originals of all items submitted to
us as copies.
Based upon the foregoing, it is our opinion that the Company's Common Stock
originally issued by the Company to eligible participants through the Plan, when
issued and delivered as contemplated by the Plan, will be validly issued, fully
paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
