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EXHIBIT 5.1
June 1, 2000
(202) 887-3693 19344-00001
C-bridge Internet Solutions, Inc.
219 Vassar Street
Cambridge, Massachusetts 02139
Re: C-BRIDGE INTERNET SOLUTIONS, INC.
Dear Ladies and Gentlemen:
We refer to the registration statement on Form S-8, under the Securities Act
of 1933 (the "Securities Act") filed by C-bridge Internet Solutions, Inc., a
Delaware corporation (the "Company"), with respect to the proposed offering by
the Company of up to 18,700,000 shares (the "Shares") of the common stock of the
Company, $.01 par value per share (the "Common Stock"), subject to issuance by
the Company upon exercise of options or other awards granted under the Company's
1997 Stock Incentive Plan, 1999 Stock Incentive Plan, 1999 Director Stock Option
Plan, and 2000 Incentive Plan (the "Plans").
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, 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 conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that we
have examined, we are of the opinion that (i) the issuance by the Company of the
Shares has been duly authorized and (ii) upon payment of the option exercise
price and issuance of the Shares in accordance with the terms of the Plans, the
Shares will be duly and validly issued, fully paid and non-assessable shares of
Common Stock.
We express no opinion herein as to the laws of any state or jurisdiction
other than the applicable provisions of the General Corporation Law of the State
of Delaware (the "DGCL") as presently in effect and the reported judicial
decisions interpreting Delaware law. This opinion letter is limited to the facts
as they presently exist. We assume no obligation to revise or supplement this
opinion letter should the laws of such jurisdiction be changed after the date
hereof by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
Gibson, Dunn & Crutcher LLP
