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Exhibit 5
LEGAL OPINION OF NANCY K. KENLEY, ESQ.
September 14, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: S1 Corporation 1997 Employee Stock Option Plan
Ladies and Gentlemen:
As Corporate Legal Counsel to S1 Corporation, a Delaware corporation
("S1"), I am familiar with its corporate affairs and particularly with the
corporate proceedings relating to the S1 Corporation 1997 Employee Stock Option
Plan (the "Plan").
This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware, as amended. I express no
opinion herein as to any other laws, statutes, ordinances, rules or
regulations. As used herein, the term "General Corporation Law of the State of
Delaware, as amended" includes the statutory provisions contained therein, all
applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting these laws.
Based upon, subject to and limited by the above, I am of the opinion
that the 3,000,000 additional shares of common stock, par value $0.01 per
share, of S1 to be issued pursuant to the terms of the Plan have been duly
authorized and, upon payment therefor in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Post-Effective Amendment No. 2 to Form S-8 Registration Statement, which is
being filed by S1 with the Securities and Exchange Commission to register the
additional shares of common stock to be offered pursuant to the Plan.
Very truly yours,
/s/ NANCY K. KENLEY
Nancy K. Kenley, Esq.
Corporate Legal Counsel
