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Exhibit 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
August 7, 2000
Wit SoundView Group, Inc.
826 Broadway
New York, New York 10003
Re: Wit SoundView Group, Inc.
Registration Statement on Form S-4
(Commission File No. 333-42062)
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Ladies and Gentlemen:
We have acted as special counsel to Wit SoundView Group, Inc.,
a Delaware corporation (the "Company"), in connection with the proposed issuance
by the Company of up to 28,486,247 shares (the "Shares") of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), in connection with the
proposed merger (the "Merger") of E*OFFERING Corp., a California corporation
("E*OFFERING"), with and into Wit SoundView Corporation, a wholly owned
subsidiary of the Company, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") by and among the Company, Wit SoundView Corporation and
E*OFFERING, dated as of May 15, 2000.
This opinion is being furnished in accordance with the
requirements of Item 21 of Form S-4 and Item 601(b)(5) of Regulation S-K under
the Securities Act of 1933, as amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4 as filed with the Securities and Exchange
Commission (the "Commission") on July 24, 2000 (the "Registration Statement");
(ii) the Merger Agreement (filed as
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Wit SoundView Group, Inc.
August 7, 2000
Page 2
Appendix I to the proxy statement/prospectus which forms part of the
Registration Statement); (iii) a specimen certificate representing the Common
Stock; (iv) the Amended and Restated Certificate of Incorporation of the
Company, as presently in effect; (v) the By-Laws of the Company, as presently in
effect; and (vi) certain resolutions of the Board of Directors of the Company
relating to the Merger, the Merger Agreement and the issuance of the Shares in
connection therewith. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the bar in the State of
Delaware and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that when the Shares are issued in accordance with the terms of the Merger
Agreement, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do
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Wit SoundView Group, Inc.
August 7, 2000
Page 3
not thereby admit that we are included in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
