<PAGE> 1
Exhibit 5.1
June 28, 2000
Private Business, Inc.
9010 Overlook Boulevard
Brentwood, Tennessee 37027
Ladies and Gentlemen:
We have acted as special counsel to Private Business, Inc. (the
"Company") in connection with the registration of the Private Business, Inc.
2000 Employee Stock Purchase Plan (the "Plan") pursuant to a registration
statement on Form S-8, as filed with the Securities and Exchange Commission (the
"Registration Statement"). This firm hereby consents to the filing of this
opinion as an exhibit to the Registration Statement and with agencies of such
states and other jurisdictions as may be necessary in the course of complying
with the laws of such states and jurisdictions regarding the offering and sale
of the stock in accordance with the Registration Statement.
This Opinion Letter is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, assumptions, exceptions, definitions, limitations on coverage
and other limitations, all as more particularly described in the Accord, and
this Opinion Letter should be read in conjunction therewith.
We have examined originals, or certified or photostatic copies of such
statutes, records, regulations, certificates of the officers of the Company and
of public officials, and such other information as we have deemed necessary for
purposes of rendering this opinion.
In stating our opinion, we have assumed: (i) that all signatures are
genuine, all documents submitted to us as originals are authentic, and all
documents submitted to us as copies conform to authentic original documents; and
(ii) that the parties to such documents have the legal right and power under all
applicable laws, regulations and agreements to enter into, execute, deliver and
perform their respective obligations thereunder.
On the basis of such review, but subject to the limitations expressed
herein, we are of the opinion, as of the date hereof, that the securities being
registered by the Registration Statement will, when issued in compliance with
the Plan and sold as contemplated under the Registration Statement, be legally
issued, fully paid and non-assessable.
E-2
<PAGE> 2
Our opinion herein is limited solely to the laws of the United States of
America and the corporate law of the State of Delaware. In rendering the opinion
set forth herein, we have relied upon the documents referenced above and have
made no independent verification or investigation of factual matters pertaining
thereto or to the Company.
Very truly yours,
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
/s/ Harwell Howard Hyne Gabbert & Manner, P.C.
E-3
