Exhibit 5.1
August 16, 2000
PurchasePro.com, Inc.
3291 N. Buffalo Drive
Las Vegas, NV 89129
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
PurchasePro.com, Inc., a Nevada corporation (the "Company") on or about August
16, 2000 with the Securities and Exchange Commission under the Securities Act of
1933, relating to 4,500,000 additional shares of the common stock of the Company
pursuant to the 1999 Stock Plan of PurchasePro.com, Inc., it is our opinion that
such shares, when issued and sold in accordance with the Plan, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
PILLSBURY MADISON & SUTRO LLP
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