<PAGE> 1
EXHIBIT 5.1
[Letterhead of Morris, Manning & Martin, L.L.P.]
October 27, 2000
Telemate.Net Software, Inc.
4250 Perimeter Park South, Suite 200
Atlanta, Georgia 30341
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Telemate.Net Software, Inc., a Georgia
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, of a proposed offering of 1,555,384 shares of the Company's common stock,
$0.01 par value per share (the "Shares"), including (i) 500,000 Shares issuable
pursuant to the Telemate.Net Software, Inc. Employee Stock Purchase Plan and
(ii) 1,055,384 Shares issuable pursuant to the Telemate.Net Software, Inc. 1999
Stock Incentive Plan, (collectively, the "Plans").
We have examined and are familiar with the originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments relating to the incorporation of the
Company and to the authorization and issuance of Shares under the Plans as would
be necessary and advisable for purposes of rendering this opinion. Based upon
and subject to the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued as contemplated by the Plans, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.
Very truly yours,
/s/ Morris, Manning & Martin, L.L.P.
MORRIS, MANNING & MARTIN, L.L.P.
