<PAGE> 1
EXHIBIT 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
KNOXVILLE OFFICE: MEMPHIS OFFICE:
900 SOUTH GAY STREET, SUITE 1700 THE TOWER AT PEABODY PLACE
KNOXVILLE, TN 37902 100 PEABODY PLACE, SUITE 950
(865) 521-6200 MEMPHIS, TN 38103-2625
(901) 543-5900
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238-0002
(615) 742-6200
www.bassberry.com
January 19, 2001
@plan.inc
Three Landmark Square, Suite 400
Stamford, Connecticut 06901
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1999 Stock Option Plan for New Employees (the "Plan") filed by you with the
Securities and Exchange Commission relating to an aggregate of 400,000 shares
(the "Shares") of common stock, no par value per share, issuable pursuant to the
Plan.
In so acting we have examined and relied upon such records, documents
and other instruments as in our judgment are necessary or appropriate in order
to express the opinions hereinafter set forth and have assumed the genuineness
of all signatures, 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.
Based on the foregoing, we are of the opinion that the Shares, when
issued pursuant to and in accordance with the Plan, will be validly issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC