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EXHIBIT 5.1
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
www.alston.com
June 16, 2000
HeadHunter.NET, Inc.
333 Research Court, Suite 200
Norcross, GA 30092
Re: Registration Statement on Form S-4 (No. 333-37430)
Ladies and Gentlemen:
We have acted as counsel to HeadHunter.NET, Inc., a Georgia
corporation (the "Company"), in connection with the filing of the
above-referenced Registration Statement (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") to register under the
Securities Act of 1933, as amended (the "Securities Act"), 7,500,000 shares of
the Company's Common Stock, par value $.01 per share, for issuance by the
Company (the "Shares"). Following the effectiveness of the Registration
Statement, the Company intends to issue the Shares in connection with the
proposed merger transaction (the "Merger") in which CareerMosaic Inc., a
Delaware corporation ("Target Company"), will merge into a wholly owned
subsidiary of the Company pursuant to an Agreement and Plan of Merger dated as
of April 15, 2000 (the "Merger Agreement") by and among the Company, the Target
Company, Omnicom Group Inc., Bernard Hodes Group Inc., Resume Acquisition
Corporation, and ITC Holding Company, Inc. This opinion letter is rendered
pursuant to Item 21 of Form S-4 and Item 601(b)(5) of the Commission's
Regulation S-K.
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<S> <C> <C>
1211 East Morehead Street 3605 Glenwood Avenue, Suite 310 601 Pennsylvania Avenue, N.W.
P. O. Drawer 34009 P. O. Drawer 31107 North Building, 11th Floor
Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2601
704-331-6000 919-420-2200 202-756-3300
Fax: 704-334-2014 Fax: 919-420-2260 Fax: 202-756-3333
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HeadHunter.NET, Inc.
June 16, 2000
Page 2
We have examined the Articles of Incorporation of the Company, as
amended, the Amended and Restated Bylaws of the Company, records of proceedings
of the Board of Directors, or committees thereof, deemed by us to be relevant
to this opinion letter, the Merger Agreement, the Registration Statement and
other agreements or documents we deemed necessary for the purpose of expressing
the opinions set forth herein. We also have made such further legal and factual
examinations and investigations as we deemed necessary for purposes of
expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, we have
relied upon the representations and warranties made in the Merger Agreement by
the parties thereto, certificates and statements of officers of the Company and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and,
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.
Our opinion set forth below is limited to the laws of the State of
Georgia, General Corporation Law of the State of Delaware, applicable
provisions of the Constitution of the State of Delaware and reported judicial
decisions interpreting such General Corporation Law and Constitution, and we do
not express any opinion herein concerning any other laws.
This opinion letter is provided to the Company and the Commission for
their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent. The only opinion rendered by us consists of those matters set
forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond the opinion expressly stated.
Based on the foregoing, it is our opinion that, assuming approval of
the Merger by the shareholders of the Company and the consummation of the
Merger in the manner described in the Registration Statement, the Shares to be
issued in the Merger upon conversion of and in exchange for the shares of
Target Company's Common Stock issued and outstanding immediately prior to the
effective time of the Merger, when issued and delivered by the Company as set
forth in the Merger Agreement, will be validly issued, fully paid and
nonassessable.
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HeadHunter.NET, Inc.
June 16, 2000
Page 3
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the proxy statement/prospectus constituting a part thereof. In
giving such consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
ALSTON & BIRD LLP
By: /s/ ALSTON & BIRD LLP
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