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July 31, 2000
Convergent Group Corporation
6399 South Fiddler's Green Circle
Suite 600
Englewood, CO 80111
CONVERGENT GROUP CORPORATION
5,750,000 SHARES OF COMMON STOCK, $.001 PAR VALUE
Ladies and Gentlemen:
We have acted as special counsel to Convergent Group Corporation, a
Delaware corporation (the "Company"), in connection with the Company's initial
public offering of up to 5,750,000 shares (including 750,000 shares subject to
the underwriters' over-allotment option) (the "Shares") of the Company's Common
Stock, $.001 par value per share (the "Common Stock). All of the Shares are
being offered by the Company except that the 750,000 shares subject to the
underwriters' over-allotment option are outstanding shares being offered by
three selling stockholders (the "Selling Stockholder Shares").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and officers of the Company
and other instruments as we have deemed necessary for the purpose of rendering
the opinion set forth herein. In our examination, we have assumed the legal
capacity of all natural persons, 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 certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be executed by
parties other than the Company, we have assumed that such parties had or will
have the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and the validity and binding effect thereof. As to any facts material to the
opinion expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
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Convergent Group Corporation
July 31, 2000
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Based upon and subject to the foregoing, we are of the opinion that:
1. The shares of Common Stock to be sold by the Company (the
"Company Shares") have been duly authorized and, when the underwriting
agreement referred to in the Registration Statement defined below has
been duly executed and delivered by the Company and the Company Shares
have been issued and delivered by the Company against payment therefor
in accordance with the terms of the underwriting agreement, the Company
Shares will be validly issued, fully paid and nonassessable.
2. The Selling Stockholder Shares have been duly authorized
and are validly issued, fully paid and nonassessable.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-1 (File No. 333-30586) relating to the Shares
(the "Registration Statement"). We also consent to the reference to us under the
caption "Legal Matters" in the prospectus, which forms a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder.
Very truly yours,
/s/ O'Sullivan Graev & Karabell, LLP
