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EXHIBIT 5.1
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HOLLAND & HART LLP
ATTORNEYS AT LAW
DENVER o ASPEN SUITE 3200 TELEPHONE (303) 295-8000
BOULDER o COLORADO SPRINGS 555 SEVENTEENTH STREET FACSIMILE (303) 295-8261
DENVER TECH CENTER DENVER, COLORADO 80202-3979
BILLINGS o BOISE MAILING ADDRESS
CHEYENNE o JACKSON HOLE P.O. BOX 8749
SALT LAKE CITY DENVER, COLORADO 80201-8749
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August 24, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: FORM S-8 REGISTRATION STATEMENT FOR CONVERGENT GROUP CORPORATION
Dear Sir or Madam:
Holland & Hart LLP has acted as special counsel to Convergent Group
Corporation (the "Company") in connection with the preparation and filing of its
registration statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), covering a total of 5,300,558 shares of its Common Stock, par value
$.001 per share, to be issued under the Company's 1999 Stock Option Plan (the
"Plan").
As special counsel for the Company, we have examined such documents and
reviewed such questions of law as we have considered necessary or appropriate
for the purpose of this opinion. Based on the foregoing, we are of the opinion
that the shares of Common Stock, when sold and delivered by the Company pursuant
to the Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Securities and
Exchange Commission (the "Commission") as an exhibit to the Form S-8. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or under the rules and
regulations of the Commission.
We do not express an opinion on any matters other than those expressly
set forth in this letter.
Very truly yours,
/s/ Holland & Hart LLP
Holland & Hart LLP
