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EXHIBIT 5.1
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110
June 30, 2000
RoweCom, Inc.
15 Southwest Park
Westwood, Massachusetts 02090
Re: REGISTRATION STATEMENT ON FORM S-3 UNDER THE SECURITIES ACT OF
1933, AS AMENDED
Ladies and Gentlemen:
We have acted as counsel to RoweCom, Inc., a Delaware corporation (the
"COMPANY"), in connection with the registration under the Securities Act of
1933, as amended (the "ACT"), of 617,500 shares (collectively, the "SHARES") of
the Company's Common Stock, $0.01 par value per share, which are to be offered
by certain selling stockholders of the Company from time to time, pursuant to a
Registration Statement on Form S-3 filed by the Company with the Securities and
Exchange Commission on the date hereof (the "REGISTRATION STATEMENT").
As such counsel, we have reviewed the corporate proceedings taken by
the Company with respect to the authorization of the issuance of the Shares. We
have also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of such corporate records, documents,
agreements or other instruments of the Company as we have deemed appropriate. As
to all matters of fact (including factual conclusions and characterizations and
descriptions of purpose, intention or other state of mind) we have entirely
relied upon certificates of officers of the Company, and have assumed, without
independent inquiry, the accuracy of those certificates.
We have assumed the genuineness of all signatures, the conformity to
the originals of all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form
and the legal competence of each individual executing a document. We have also
assumed that the registration requirements of the Act and all applicable
requirements of state laws regulating the sale of securities will have been duly
satisfied.
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RoweCom, Inc.
June 30, 2000
Page 2
This opinion is limited solely to the Delaware General Corporation Law,
as applied by courts located in Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting those
laws.
Subject to the foregoing, it is our opinion that the Shares have been
duly authorized and upon issuance upon exercise of the warrants described in the
Registration Statement and payment of the exercise price set forth therein, will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
