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. 333-38114, the "Registration
Statementj") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the additional 1,300,000 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").
You have requested the opinion of this firm with respect to
certain legal aspects of the Registration Statement. Inc.
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
amendment to the Plan to increase the number of shares of Common
Stock issuable thereunder,
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Ascendant Solutions, Inc.
November 3, 2000
Page 2
and related matters; (3) the Registration Statement and exhibits
thereto, including the Plan, as amended, and the form of stock
option agreements used in connection with grants under the Plan;
(4) the Agreement and Plan of Merger by and between Ascendant
Solutions, Inc. and ASD Systems, Inc.; and (5) 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, (iii) the
exercise of Options are in accordance with the provisions thereof
and, 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 is actually received by the Company as
provided in 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 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
