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Exhibit 5.1
[MORGAN, LEWIS & BOCKIUS LETTERHEAD]
__________, 2000
ServiceWare Technologies, Inc.
333 Allegheny Avenue
Oakmont, Pennsylvania 15139
Re: Issuance of 5,175,000 Shares of Common Stock
pursuant to Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to ServiceWare Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the United States Securities and Exchange Commission under the United States
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement (the "Registration Statement") on Form S-1 (Reg. No. 333-33818),
including the amendments thereto, relating to the public offering by the Company
of an aggregate of 5,175,000 shares (including 675,000 shares subject to an
over-allotment option) of the Company's shares of common stock, $.01 par value
per share (the "Shares"). All of the Shares are being offered by the Company.
In so acting, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of (1) the Amended and Restated Certificate of
Incorporation of the Company filed with the Secretary of State of Delaware, (2)
the Second Amended and Restated Certificate of Incorporation filed with the
Secretary of State of Delaware in connection with the issuance and sale of the
Company's Series F Preferred Stock, (3) the Third Amended and Restated
Certificate of Incorporation to be filed with the Secretary of State of Delaware
prior to the issuance and sale of the Shares, (4) the By-laws of the Company,
and (5) such other documents, records, certificates and other instruments of the
Company as in our judgment are necessary or appropriate for purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies. In
addition, we have made such other examinations of law and fact as we have deemed
relevant in order to form a basis for the opinion we express herein.
Based on the foregoing, we are of the following opinion:
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ServiceWare Technologies, Inc.
__________, 2000
Page 2
1. The Company is a corporation duly incorporated and
validly existing in good standing under the laws of
the State of Delaware.
2. The Shares have been duly authorized by the Company
and, when issued and paid for as contemplated by the
Registration Statement, will be duly and validly
issued and fully paid and non-assessable.
We render the foregoing opinion as members of the Bar of the State of New York
and express no opinion as to any law, other than the General Corporation Law of
the State of Delaware, the applicable provisions of the Delaware Constitution,
and the reported decisions interpreting such Corporation Law and such applicable
provisions.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Registration Statement. In giving this consent, we do not admit that we are
acting within the category of persons whose consent is required under Section 7
of the Securities Act.
Respectfully submitted,
