EXHIBIT 5.1
ARTER & HADDEN LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
Tel: 214.761.2100
Fax: 214.741.7139
November 3, 2000
Board of Directors
Ascendant Solutions, Inc.
3737 Grader Street, Suite 110
Garland, Texas 75041
Re: Ascendant Solutions, Inc.
Post Effective Amendment No. 1
To Registration Statement on Form S-8
Ladies and Gentlemen:
On November 3, 2000, Ascendant Solutions, Inc., a Delaware
corporation and successor by merger to ASD Systems, Inc., d/b/a
Ascendant Solutions, a Texas corporation (the "Company"), expects
to file with the Securities and Exchange Commission its Post
Effective Amendment No. 1 to Registration Statement on Form S-8
(Registration Statement No. 333-93403, the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to (A) 1,200,000 shares of the
$0.0001 par value common stock (the "Common Stock") of the
Company issuable under the 1999 Long-Term Incentive Plan of ASD
Systems, Inc. (the "Plan") and (B) 957,500 shares of the Common
Stock of the Company issuable upon the exercise of a stock option
granted to Paul M. Jennings (the "Jennings Option"), a prior
employee of the Company.
You have requested the opinion of this firm with respect to
certain legal aspects of the Registration Statement. In
connection therewith, we have examined and relied upon the
original, or copies identified to our satisfaction, of (1) the
Certificate of Incorporation and the Bylaws of the Company; (2)
minutes and records of the corporate proceedings of the Company
with respect to the establishment and approval of the Plan, the
granting of the Options under the Plan, the issuance of shares of
Common Stock
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Ascendant Solutions, Inc.
November 3, 2000
Page 2
pursuant to the Plan and related matters; (3) minutes and records
and Plan of Merger of the corporate proceedings of the Company
with respect to the approval of the Jennings Option and related
matters; (4) the Registration Statement and exhibits thereto,
including the Plan, the form of stock option agreements under the
Plan and the Jennings Option, each listed as exhibits to the
Registration Statement; (5) the Agreement and Plan of Merger by
and between Ascendant Solutions, Inc. and ASD Systems, Inc.; and
(6) such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained. In
making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to us as originals, and the conformity to
original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material
to this opinion, and as to the content and form of the
Certificate of Incorporation, the Bylaws, minutes, records,
resolutions and other documents or writings of the Company, we
have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the
Company and upon documents, records and instruments furnished to
us by the Company, without independent check or verification of
their accuracy.
Based upon our examination, consideration of, and reliance
on the documents and other matters described above, and subject
to the comments and exceptions noted below, we are of the opinion
that, assuming (i) the outstanding Options were duly granted and
the Options to be granted in the future will be duly granted in
accordance with the terms of the Plan, (ii) the Company maintains
an adequate number of authorized but unissued shares and/or
treasury shares of Common Stock available for issuance to those
persons who exercise Options granted under the Plan and to Paul
M. Jennings upon exercise of the Jennings Option, (iii) the
exercise of Options and the Jennings Option are in accordance
with the provisions thereof and, with respect to the Options, in
accordance with the provisions of the Plan, and (iv) the
consideration for the shares of Common Stock issuable upon the
exercise of the Options and the Jennings Option is actually
received by the Company as provided in the particular Option or
Jennings Option, as the case may be (and, with respect to the
Options, in accordance with the terms of the Plan), and such
consideration exceeds the par value of such shares, then the
shares of Common Stock issued pursuant to the exercise of the
Options or the Jennings Option, as the case may be, will be
validly issued, fully paid and nonassessable.
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Ascendant Solutions, Inc.
November 3, 2000
Page 3
We bring to your attention the fact that this legal opinion
is an expression of professional judgment and not a guaranty of
result. This opinion is rendered as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you
of any changes in or new developments that might affect any
matters or opinions set forth herein.
This opinion is limited in all respects to the General
Corporation Law of the state of Delaware as in effect on the date
hereof.
We hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement and to references to our firm
included in or made a part of the Registration Statement. In
giving this consent, we do not admit that we come within the
category of person whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities
and Exchange Commission thereunder. This opinion may not be
relied upon by any person other than the addressee identified
above.
Respectfully submitted,
ARTER & HADDEN LLP
