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Exhibit 5.1
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 . FAX 617-526-5000
June 23, 2000
Be Free, Inc.
154 Crane Meadow Road
Marlborough, Massachusetts 01752
RE: Be Free, Inc.--Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement
on Form S-1 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of an aggregate of
1,838,530 shares of Common Stock, $0.01 par value per share (the "Shares"), of
Be Free, Inc., a Delaware corporation (the "Company"). All of the Shares are
being registered on behalf of certain stockholders of the Company (the "Selling
Stockholders").
We are acting as counsel for the Company in connection with the registration
for resale of the Shares. We have examined signed copies of the Registration
Statement to be filed with the Commission. We have also examined and relied
upon minutes of meetings of the stockholders and the Board of Directors of the
Company as provided to us by the Company, stock record books of the Company as
provided to us by the Company, the Certificate of Incorporation and By-Laws of
the Company, each as restated and/or amended to date, and such other documents
as we have deemed necessary for purposes of rendering the opinions hereinafter
set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as copies, the authenticity of the originals of such latter
documents and the legal competence of all signatories to such documents.
Our opinion below, insofar as it relates to the Selling Stockholders' shares
being fully paid, is based solely on a certificate of the Chief Financial
Officer of the Company confirming the Company's receipt of the consideration
called for by the applicable resolutions authorizing the issuance of such
shares.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the State of Delaware, the General Corporation Law
of the State of Delaware and the federal laws of the United States of America.
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Based upon and subject to the foregoing, we are of the opinion that the
shares have been duly authorized and are validly issued, fully paid and
nonassessable.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are going only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related prospectus under the caption "Legal Matters."
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
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