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Exhibit 5.1
BINGHAM DANA LLP
150 Federal Street
Boston, MA 02110
October 2, 2000
RoweCom Inc.
60 Aberdeen Ave
Cambridge, MA 02138
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 3,019,371 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 or about October 2, 2000 (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 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.
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.
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Subject to the foregoing, it is our opinion that the Shares have been
duly authorized and, upon issuance of the Shares in accordance with the terms
of (i) the Convertible Debenture Purchase Agreement, dated as of September
12, 2000, by and among the Company and Montrose Investments Ltd.
("Montrose"), (ii) the 7% Convertible Debenture issued by Montrose, dated
September 12, 2000, (iii) the Class A Warrant issued by the Company to
Montrose, dated September 12, 2000 and (iv) the Closing Warrants, dated
September 12, 2000, and against payment therefor of at least the par value,
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
