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Exhibit 5.1
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
November 30, 2000
Board of Directors
Wattage Monitor, Inc.
1100 Kietzke Lane
Reno, Nevada 89502
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Wattage Monitor, Inc. a Nevada corporation
(the "Company"), in connection with the registration, pursuant to a
registration statement on Form S-3, as amended (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale by
the stockholders of the Company named in the section entitled "Selling
Stockholders" in the registration statement (the "Selling Stockholders") of
up to 30,704,646 shares (the "Selling Stockholder Shares") of the Company's
common stock, $.01 par value per share (the "Common Stock").
We have examined originals or certified copies of such corporate records
of the Company and other certificates and documents of officials of the
Company, public officials and others as we have deemed appropriate for
purposes of this letter. We have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the
conformity to authentic original documents of all copies submitted to us as
conformed and certified or reproduced copies.
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:
1. The shares of Common Stock being offered by the Selling Stockholders,
except for those shares of Common Stock being offered by WPG Software
Fund, L.P. ("WPG Software"), WPG Raytheon Software Fund, L.P. ("WPG
Raytheon"), WPG Institutional Software Fund, L.P. ("WPG Institutional")
and PurchasePro.com, Inc. ("PPRO"), have been duly
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November 30, 2000
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and validly authorized when the Registration Statement shall have become
effective, and when the shares of Common Stock being offered by the
Selling Stockholders pursuant thereto have been sold for good and
valuable consideration upon the terms and conditions described in the
Registration Statement, such Common Stock shall be duly authorized and
validly issued, fully paid and non-assessable.
2. The shares of Common Stock being offered by WPG Software, WPG Raytheon,
WPG Institutional and PPRO shall be duly and validly authorized upon
payment by WPG Software, WPG Raytheon, WPG Institutional and PPRO for
such shares and, when the Registration Statement shall have become
effective, and when the shares of Common Stock being offered by WPG
Software, WPG Raytheon, WPG Institutional and PPRO pursuant thereto have
been sold for good and valuable consideration upon the terms and
conditions described in the Registration Statement, such Common Stock
shall be duly authorized and validly issued, fully paid and
non-assessable.
The opinions and other matters in this letter are qualified in their
entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than
any published constitutions, treaties, laws, rules or regulations or judicial
or administrative decisions ("Laws") of the Laws of Delaware. We assume,
contrary to fact, that the Company is a Delaware corporation.
B. This law firm is a registered limited liability partnership organized
under the laws of the State of Texas.
Please be advised that one of the partners of this Firm may be deemed
to be the beneficial owner of 3,000 shares of common stock and options to
purchase 10,000 shares of common stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters". 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 and the rules
and regulations thereunder. We also consent to your filing copies of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
