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EXHIBIT 5.1
September 22, 2000
Board of Directors
e-centives, Inc.
6903 Rockledge Drive, Suite 1200
Bethesda, MD 20817
Gentlemen:
We are acting as special counsel to e-centives, Inc., a Delaware
corporation (the "COMPANY"), in connection with its registration statement on
Form S-1, as amended (the "REGISTRATION STATEMENT"), filed with the Securities
and Exchange Commission relating to the proposed public offering of up to
3,700,000 shares of the Company's common stock, par value $0.01 per share, all
of which shares (the "SHARES") are to be sold by the Company. This opinion
letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section
229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as amended, as
certified by the Secretary of the State of the State of Delaware
on September 22, 2000 and by the Secretary of the Company on the
date hereof as being complete, accurate, and in effect.
3. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as being complete,
accurate, and in effect.
4. The proposed form of Underwriting Agreement among the Company and
the several Underwriters to be named therein, filed as Exhibit 1.1
to the Registration Statement (the "UNDERWRITING AGREEMENT").
5. Resolutions of the Board of Directors of the Company adopted by
unanimous written consent on July 27, 2000, resolutions adopted at
a meeting held on August 18, 2000, and resolutions adopted by
unanimous written consent dated September 22, 2000, as certified
by the Secretary of the Company on the date
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hereof as being complete, accurate, and in effect, relating to the
issuance and sale of the Shares and arrangements in connection
therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the Delaware
General Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) final action of the Pricing Committee of the Board of
Directors of the Company approving the price of the Shares, (ii) execution and
delivery by the Company of the Underwriting Agreement, (iii) effectiveness of
the Registration Statement, (iv) issuance of the Shares pursuant to the terms of
the Underwriting Agreement, and (v) receipt by the Company of the consideration
for the Shares specified in the resolutions of the Board of Directors and the
Pricing Committee referred to above, the Shares will be validly issued, fully
paid, and nonassessable.
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P
HOGAN & HARTSON L.L.P
