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EXHIBIT 5.1
December 15, 2000
Board of Directors
Cysive, Inc.
10780 Parkridge Boulevard
Suite 400
Reston, Virginia 20191
Re: Cysive, Inc. Second Amended and Restated 1994 Stock Option Plan
(the "Plan") Registration Statement on Form S-8
Gentlemen:
I am the General Counsel of Cysive, Inc., a Delaware corporation
(the "Company"), and have acted as counsel to the Company in connection with the
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-8 under the Securities Act of 1933, as amended (the "Registration
Statement"), relating to 121,350 shares (the "Shares") of the Company's common
stock, par value $.01 per share (the "Common Stock"), issuable under the Plan.
In my capacity as General Counsel of the Company, I have examined
and am familiar with (i) the Registration Statement; (ii) the Plan; (iii) the
Certificate of Incorporation, as amended (the "Certificate of Incorporation")
and the Bylaws of the Company, each as amended to date; (iv) certain resolutions
adopted by the Board of Directors of the Company relating to the issuance of the
Shares pursuant to the Plan and certain related matters; and (v) such
agreements, certificates of public officials, certificates of officers or
representatives of the Company and others and such other documents, certificates
and records as I have deemed necessary or appropriate as a basis for the
opinions set forth herein. In such examination, I have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals, the conformity to original documents
of all documents submitted to me as certified, conformed or photostatic copies
and the authenticity of the originals of such latter documents. As to any facts
material to the opinion expressed herein that I have not independently
established or verified, I have relied upon statements and representations of
officers and other representatives of the Company and others.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and, when the Shares have been
paid for and have been issued and delivered in accordance with the terms of the
Plan, the Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement. In giving this opinion and consent, I do not admit
that I am an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Joseph M. Boyle
Joseph M. Boyle
General Counsel
