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EXHIBIT 5.1
October 13, 2000
Vastera, Inc.
45025 Aviation Drive
Suite 200
Dulles, VA 20166
Re: Vastera, Inc. Post-Effective Amendment No. 1 to
Registration Statement on Form S-1
for 6,900,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Vastera, Inc., a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company of 6,000,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), and up to 900,000 shares of Common Stock which
the underwriters will have an option to purchase from the Company solely to
cover over-allotments (collectively, the "Shares"), pursuant to the Company's
Registration Statement on Form S-1, as amended and declared effective on
September 27, 2000 (the "Registration Statement").
This opinion is being furnished in accordance with the
requirements of Item 16(a) of Form S-1 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 issuance and
sale of the Shares. Based on such review, we are of the opinion that the Shares
have been duly authorized, and if, as and when issued in accordance with the
Registration Statement and the related prospectus (as amended and supplemented
through the date of issuance) will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit
5.1 to the Post-Effective Amendment No. 1 to Registration Statement and to
the reference to this firm under the caption "Legal Matters" in the
prospectus which is part of the Registration Statement incorporated by
reference in the Post-Effective Amendment No. 1 to Registration Statement. In
giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended (the "Act"), the rules and regulations of the Securities and
Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.
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Vastera, Inc.
Page 2
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 or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
