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[Letterhead of Dilworth Paxson LLP]
DIRECT DIAL NUMBER:
(215) 575-7000
July 7, 2000
U.S. Interactive, Inc.
2012 Renaissance Boulevard
King of Prussia, PA 19406
Re: Amended and Restated 2000 Performance Incentive
Plan of U.S. Interactive, Inc.
Amended and Restated 1998 Performance Incentive
Plan of U.S. Interactive, Inc.
Soft Plus, Inc. 1997 Stock Plan
(formerly Amended and Restated 1994 Stock Plan)
Soft Plus, Inc. 1999 Stock Option Plan
Soft Plus, Inc. 1999 Stock Plan
U.S. Interactive Employee Stock Purchase Plan
Registration Statement on Form S-8
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Ladies and Gentlemen:
As counsel for U.S. Interactive, Inc., a Delaware corporation (the
"Company"), we have been asked to render our opinion with respect to certain
matters relating to the offer and sale of a total of up to 7,376,277 shares of
the Company's Common Stock, par value $.001 per share (the "Shares"), which may
be issued, as follows: (i) pursuant to the Amended and Restated 2000 Performance
Incentive Plan of U.S. Interactive, Inc. (the "2000 Incentive Plan") 1,500,000
Shares; (ii) pursuant to the Amended and Restated 1998 Performance Incentive
Plan of U.S. Interactive, Inc. (the "1998 Incentive Plan") an additional
3,500,000 Shares; (iii) pursuant to the Soft Plus, Inc. 1997 Stock Plan
(formerly Amended and Restated 1994 Stock Plan) (the "1997 Plan") 391,331
Shares; (iv) pursuant to the Soft Plus, Inc. 1999 Stock Option Plan (the "1999
SOP") 339,293 Shares; (v) pursuant to the Soft Plus, Inc. 1999 Stock Plan (the
"1999 Plan") 645,653 Shares; and (vi) pursuant to the U.S. Interactive Employee
Stock Purchase Plan (the "ESPP") 1,000,000 Shares (such plans being referred to
collectively as the "Plans"), which are or may become issuable upon exercise of
options granted or which may be granted or otherwise issuable under the Plans.
The number of shares of common stock which may be purchased upon exercise of
each option is subject to adjustment from time to time as set forth in such
option or the related Plans.
The Shares are the subject of a Registration Statement on Form S-8 (the
"Registration Statement") which the Company intends to file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), on or about July 7, 2000. (Said Registration Statement on Form S-8 is
referred to hereinafter as the "Registration Statement.")
The Registration Statement incorporates by reference the Company's
Registration Statement on Form S-8 (Reg. No. 333-88033) relating to certain
shares of common stock issuable under the 1998 Incentive Plan. (This
Registration Statement on Form S-8 is referred to below as the "Incorporated
Registration Statement.") We understand that the Incorporated Registration
Statement remains in full force and effect.
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In rendering this opinion, we have examined: (i) the Amended and
Restated Certificate of Incorporation and By-laws of the Company, each as
presently in effect; (ii) the resolutions and related minutes of the Company's
Board of Directors respectively adopting and amending the 2000 Incentive Plan
and authorizing the issuance of 1,500,000 Shares pursuant to the 2000 Incentive
Plan; (iii) the resolutions and related minutes of the Company's Board of
Directors respectively adopting and amending the 1998 Incentive Plan and
authorizing the issuance of an additional 3,500,000 Shares pursuant to the 1998
Incentive Plan; (iv) the resolutions and related minutes of the Company's Board
of Directors respectively adopting 1997 Plan and authorizing the issuance of
391,331 Shares pursuant to the 1997 Plan; (v) the resolutions and related
minutes of the Company's Board of Directors respectively adopting 1999 SOP and
authorizing the issuance of 339,293 Shares pursuant to the 1999 SOP; (vi) the
resolutions and related minutes of the Company's Board of Directors respectively
adopting 1999 Plan and authorizing the issuance of 645,653 Shares pursuant to
the 1999 Plan; (vii) the resolutions and related minutes of the Company's Board
of Directors respectively adopting ESPP and authorizing the issuance of
1,000,000 Shares pursuant to the ESPP; (viii) the resolutions of the Company's
Board of Directors authorizing the preparation and filing of the Registration
Statement; (iv) the Registration Statement; and (ix) such certificates and other
documents as we have deemed appropriate or necessary as a basis for the opinions
hereinafter expressed.
In rendering the opinions expressed below, we have assumed the
authenticity of all documents and records examined, the conformity with the
original documents of all documents submitted to us as copies and the
genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when duly issued in accordance with the terms of the Plans (including
the terms of any options granted thereunder), after the Registration Statement
shall have become effective under the Act, will be legally issued, fully paid
and nonassessable.
We have made such investigation of the General Corporation Law of the
State of Delaware as we have considered appropriate for the purpose of rendering
the opinion expressed above. We are qualified to practice law in the
Commonwealth of Pennsylvania; this opinion is limited to the Federal law of the
United States and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to this Firm in Item 5 of Part
II of the Registration Statement.
Very truly yours,
/s/ Dilworth Paxson LLP
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DILWORTH PAXSON LLP
cc: Lawrence F. Shay, General Counsel
and Senior Vice President, Legal and
Corporate Affairs, U.S. Interactive, Inc.
