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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
September 29, 2000
Vastera, Inc.
45025 Aviation Drive
Suite 200
Dulles, VA 20166
Re: Vastera, Inc. - Registration Statement for Offering
of an Aggregate of 19,350,000 Shares of Common Stock
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Dear Ladies and Gentlemen:
We have acted as counsel to Vastera, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
19,350,000 shares of the Company's common stock (the "Shares") for issuance
under the Company's 2000 Stock Incentive Plan (the "Incentive Plan") and the
Company's Employee Stock Purchase Plan (the "Purchase Plan") (collectively the
"Plans").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
and implementation of the Plans. Based on such review, we are of the opinion
that, if, as and when the Shares have been issued and sold (and the
consideration therefor received) pursuant to (i) the provisions of option
agreements or direct stock issuances duly authorized under the Incentive Plan
and in accordance with the Registration Statement and (ii) stock purchases duly
authorized under the Purchase Plan and in accordance with the Registration
Statement, such Shares will be duly authorized, legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plans or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
