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EXHIBIT 5.1
BINGHAM DANA LLP
150 Federal Street
Boston, MA 02110
Tel: 617-951-8000
Fax: 617-951-8736
January 9, 2001
RoweCom Inc.
60 Aberdeen Avenue
Cambridge, MA 02138
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel for RoweCom Inc., a Delaware corporation (the
"COMPANY"), in connection with the Company's Registration Statement on Form S-8
proposed to be filed with the Securities and Exchange Commission on or about
January 9, 2001 (the "REGISTRATION STATEMENT").
The Registration Statement covers the registration of 700,000 shares of
common stock, $0.01 par value per share, of the Company (the "SHARES"), which
are issuable by the Company pursuant to its Amended and Restated 1998 Stock
Incentive Plan, as amended (the "PLAN").
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such corporate
records, instruments, agreements or other documents of the Company, and
certificates of officers of the Company as to certain factual matters, as we
have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, 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 any document.
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.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options pursuant to the
Plans 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.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
