EXHIBIT 5.1
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BINGHAM DANA LLP
150 Federal Street
Boston, MA 02110
November 3, 2000
Exchange Applications, Inc.
89 South Street
Boston, MA 02111
Re: REGISTRATION STATEMENT ON FORM S-3/A
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Ladies and Gentlemen:
We have acted as counsel for Exchange Applications, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 2,728,815 shares of common
stock, $0.001 par value per share, of the Company (the "Shares"), to be
offered by certain stockholders of the Company (the "Selling Stockholders"),
pursuant to a Registration Statement on Form S-3/A, filed by the Company with
the Securities and Exchange Commission on November 3, 2000.
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the issuance of the Shares. We have also examined and
relied upon originals or copies of such agreements, instruments, corporate
records, certificates and other documents as we have deemed necessary or
appropriate as a basis for the opinions hereinafter expressed. In our
examination, we have assumed the genuineness of all signatures, the conformity
to the originals of all documents reviewed by us as copies, the authenticity
and completeness of all original documents reviewed by us in original or copy
form, and the legal competence of each individual executing any document. We
have further assumed that the registration requirements of the Act and all
applicable requirements of state laws regulating the sale of securities will
have been duly satisfied.
Subject to the limitations set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this
opinion. This opinion is limited solely to the Delaware General Corporation
Law as applied by courts located in Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting those
laws.
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
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
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BINGHAM DANA LLP
