<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
November 17, 2000
Nextera Enterprises, Inc.
One Cranberry Hill
Lexington, Massachusetts 02421
Re: Form S-8 Registration Statement
5,000,000 Shares of Class A Common Stock
Ladies and Gentlemen:
In connection with the registration by Nextera Enterprises, Inc.,
a Delaware corporation (the "Company"), of 5,000,000 shares of Class A Common
Stock, par value $0.001 per share (the "Shares"), of the Company issuable under
the Amended and Restated 1998 Equity Participation Plan of Nextera Enterprises,
Inc. (the "Plan") under the Securities Act of 1933, as amended (the "Act"), on a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on November 17, 2000 (as amended from time to time, the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner proposed. In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other
<PAGE> 2
laws, or as to any matters of municipal law or the laws of any other local
agencies within the state.
Subject to the foregoing, it is our opinion that as of the date
hereof the Shares have been duly authorized, and, upon the issuance of the
Shares in accordance with the terms set forth in the Plan, the Shares will be
validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
