Exhibit 5.1
[LETTERHEAD OF MORRIS, MANNING & MARTIN, LLP]
August 28, 2000
SciQuest.com, Inc.
5151 McCrimmon Parkway, Suite 208
Morrisville, North Carolina 27560
RE: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for SciQuest.com, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement"), of a proposed offering of up to 1,100,000 shares (the
"Shares") of the Company's common stock, $.001 par value per share (the "Common
Stock") pursuant to the 2000 Employee Stock Purchase Plan (the "Stock Plan").
We have examined such documents, corporate records, and other
instruments as we have considered necessary and advisable for purposes of
rendering this opinion.
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, 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 and subject to the foregoing, we are of the opinion that the
Shares being sold by the Company, when issued, sold and delivered as
contemplated in the Stock Plan, will be duly authorized and validly issued and
fully paid and nonassessable.
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August 28, 2000
Page 2
We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus contained in the Registration Statement.
Very truly yours,
MORRIS, MANNING & MARTIN
a Limited Liability Partnership
By: /s/ Grant W. Collingsworth
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Grant W. Collingsworth, Partner
