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EXHIBIT 5.1
August 23, 2000
Vastera, Inc.
45025 Aviation Drive
Suite 200
Dulles, VA 20166
Re: Vastera, Inc. 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 proposed issuance and sale
by the Company of up to 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 (the "Registration Statement")
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act").
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 Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus which is part of the 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 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,
BROBECK, PHLEGER & HARRISON LLP
