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Exhibit 5.1
Rich, May, Bilodeau & Flaherty, P.C.
176 Federal Street
Boston, MA 02110-2223
Telephone (617) 482-1360
Fax (617) 556-3889
October 31, 2000
HealthGate Data Corp.
25 Corporate Drive
Suite 310
Burlington, MA 01803
Re: SHARES REGISTERED ON FORM S-8
Ladies and Gentlemen:
We have been retained as counsel to HealthGate Data Corp., a Delaware
corporation (the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-8 and Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 (No. 333-31524) for the registration of an
aggregate of 4,480,000 shares of the Company's Common Stock, which have been
issued or are issuable pursuant to stock options issuable under the Company's
1994 Stock Option Plan, as amended (the "Shares").
We have examined originals, or certified, conformed or reproduction
copies, of all such records, agreements, instruments and documents as we have
deemed relevant or necessary as the basis for the opinion hereinafter expressed.
In all such examinations, we have assumed the genuineness of all signatures on
original or certified copies and the conformity to original or certified copies
of all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to our opinion, we have relied upon statements or
certificates of public officials, officers or representatives of the Company and
others.
Based upon the foregoing, we are of the opinion that the Shares, when
issued, delivered and paid for in accordance with the terms of the respective
stock option agreements, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to said
Registration Statement on Form S-8.
Very truly yours,
/s/ Rich, May, Bilodeau & Flaherty, P.C.
Rich, May, Bilodeau & Flaherty, P.C.
