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EXHIBIT 5.1
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: 404/572-4600
FACSIMILE: 404/572-5100
July 18, 2000
SynQuest, Inc.
3500 Parkway Lane
Suite 555
Norcross, Georgia 30339
Re: SynQuest, Inc. -- Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for SynQuest, Inc., a Georgia corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-1 (the "Registration Statement") filed with the Securities and Exchange
Commission relating to the proposed public offering and sale of up to (1)
7,200,000 shares of the Company's common stock, par value $.01 per share (the
"Firm Shares"), and (2) up to 1,080,000 shares of the Company's common stock,
par value $.01 per share, subject to an overallotment option (the "Option
Shares" and, together with the Firm Shares, the "Shares") issuable by the
Company pursuant to the Underwriting Agreement (the "Underwriting Agreement") to
be entered into among the Company and Bear, Stearns & Co. Inc., J.P. Morgan
Securities, Inc. and Wit SoundView Corporation, as representatives of the
several underwriters.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate.
The opinions expressed herein are limited in all respects to the
corporate law of the State of Georgia, and no opinion is expressed with respect
to the laws of any other jurisdiction or any effect which such laws may have on
the opinions expressed herein. This opinion is limited to the matters stated
herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein.
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SynQuest, Inc.
July 18, 2000
Page 2
Based upon the foregoing, we are of the opinion that: (i) the Shares
are duly authorized; and (ii) upon the issuance of the Shares, the Shares will
be validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Registration Statement.
Very truly yours,
/s/ King & Spalding
