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EXHIBIT 5.1
HALE AND DORR LLP
COUNSELLORS AT LAW
www.haledorr.com
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
TEL 617-526-6000 * FAX 617-526-5000
June 23, 2000
Breakaway Solutions, Inc.
50 Rowes Wharf
Boston, Massachusetts 02110
Re: Breakaway Solutions, Inc.--Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-1 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), for the registration of an
aggregate of 1,500,000 shares of Common Stock, $0.000125 par value per share
(the "Shares"), of Breakaway Solutions, Inc., a Delaware corporation (the
"Company"). All of the Shares are being registered on behalf of certain
stockholders of the Company (the "Selling Stockholders").
We are acting as counsel for the Company in connection with the
registration for resale of the Shares. We have examined signed copies of
the Registration Statement to be filed with the Commission. We have also
examined and relied upon minutes of meetings of the stockholders and the
Board of Directors of the Company as provided to us by the Company, stock
record books of the Company as provided to us by the Company, the Certificate
of Incorporation and By-Laws of the Company, each as restated and/or amended
to date, and such other documents as we have deemed necessary for purposes of
rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as copies, the authenticity of the originals of such latter
documents and the legal competence of all signatories to such documents.
Our opinion below, insofar as it relates to the Selling Stockholders'
shares being fully paid, is based solely on a certificate of an officer of
the Company confirming the Company's receipt of the consideration called for
by the applicable resolutions authorizing the issuance of such shares.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the State of Delaware, the General Corporation
Law of the State of Delaware and the federal laws of the United States of
America.
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Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use
of our name therein and in the related prospectus under the caption "Validity
of Common Stock." In giving such consent, we do not hereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
Hale and Dorr LLP
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