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Exhibit 5.1
July 27, 2000
Exchange Applications, Inc.
89 South Street
Boston, MA 02111
Re: Form S-8 Registration Statement
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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 Company's Registration
Statement on Form S-8, to be filed with the Securities and Exchange Commission
on July 27, 2000 (the "Registration Statement").
The Registration Statement effects the registration of 4,758,959 shares of
the common stock, $0.001 par value per share, of the Company (the "Shares"),
which are to be issued by the Company pursuant to the Exchange Applications Inc.
1998 Stock Incentive Plan, the 1999 Customer Analytics, Inc. Stock Option and
Purchase Plan, the 2000 Customer Analytics Holdings, Inc. Equity Incentive Plan
and the Customer Analytics Holdings, Inc. Stock Option Agreements (collectively
the "Plans").
We have reviewed the corporate proceedings of the Company with respect to
the authorization of the Plans and the issuance of the Shares thereunder. 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 further assume, without investigation, that all Shares issued pursuant
to the Plans will be issued in accordance with the terms of such Plans and that
the purchase price of each of the Shares will be at least equal to the par value
of such Shares. Without prejudice to the generality of the foregoing, we assume
that in connection with each award of shares of restricted stock under the
Plans, the Company will require the recipient of the award upon issuance of such
shares to pay a cash purchase price at least equal to the par value of such
shares.
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
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limited solely to the Delaware General Corporation Law as applied by courts
located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options or grant of
restricted stock awards pursuant to the Plans and against the payment of the
purchase price therefor, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BINGHAM DANA LLP
