<PAGE> 1
EXHIBIT 5.1
LETTERHEAD OF HOGAN & HARTSON L.L.P.
June 9, 2000
Board of Directors
Proxicom, Inc.
11600 Sunrise Valley Drive
Reston, Virginia 20191
Ladies and Gentlemen:
This firm has acted as counsel to Proxicom, Inc., a Delaware corporation
(the "Company"), in connection with its registration, pursuant to a
registration statement on Form S-3 filed on May 24, 2000, as amended, with the
Securities and Exchange Commission (the "Registration Statement"), for resale
of 500,000 shares of the Company's common stock, par value $0.01 per share (the
"Shares"), previously issued by the Company pursuant to the Share Exchange
Agreement, dated April 11, 2000, by and among the Company and the shareholders
of Clarity IBD Limited (the "Share Exchange Agreement"). This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in
connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. An executed copy of the Share Exchange Agreement.
3. The Amended and Restated Certificate of Incorporation of the Company,
as certified by the Assistant Secretary of the Company on the date
hereof as being complete, accurate and in effect.
4. The Amended and Restated Bylaws of the Company, as certified by the
Assistant Secretary of the Company on the date hereof as being
complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company adopted on April
10, 2000, as certified by the Assistant Secretary of the Company on
the date hereof as being complete, accurate and in effect, relating
to the
<PAGE> 2
issuance and sale of the Shares and arrangements in connection
therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the Delaware
General Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, 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 foregoing, we are of the
opinion that the Shares are validly issued, fully paid and non-assessable under
the General Corporation Law of the State of Delaware.
This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
