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EXHIBIT 5.1
MORGAN, LEWIS & BOCKIUS LLP
101 Park Avenue
New York, New York 10178
December 15, 2000
Wit SoundView Group, Inc.
826 Broadway, Seventh Floor
New York, New York 10003
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as special counsel to Wit SoundView Group,
Inc., a Delaware corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, of a Registration Statement on Form S-8. The
Registration Statement covers 1,638,854 shares of the Company's common stock,
par value $0.01 (the "Plan Shares"), which, we have been advised, may be
issued and sold upon exercise of options (the "Options") previously granted
under the E*OFFERING 1998 Stock Option Plan and the E*OFFERING 2000 Stock
Option/Stock Issuance Plan and were outstanding at the effective time of the
merger of E*OFFERING with Wit SoundView Corporation, a subsidiary of the
Company.
In so acting, we have examined the Registration Statement
and copies, furnished to us by the Company, of the Registration Statement of
the E*OFFERING 1998 Stock Option Plan, the E*OFFERING 2000 Stock Option/Stock
Issuance Plan and the Agreement and Plan of Merger, dated as of May 15, 2000
and September 26, 2000, among the Company, Wit SoundView Corporation and
E*OFFERING Corp., and such other documents, records, certificates and other
instruments of the Company as in our judgment are necessary or appropriate
for purposes of this opinion.
We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with originals of all documents submitted to us as copies.
Based on the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
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2. The Plan Shares have been duly authorized and, when issued and paid
for in accordance with the terms of the Options, will be validly
issued, fully-paid and non-assessable.
This opinion is limited to the General Corporation Law of the State
of Delaware.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
