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EXHIBIT 5.1
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[Dorsey & Whitney LLP letterhead]
eBenX, Inc.
605 North Highway 169, Suite LL
Minneapolis, Minnesota 55441-6465
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to eBenX, Inc., a Minnesota corporation (the
"Company"), and have advised the Company in connection with a registration
statement on Form S-8 relating to the sale or issuance by the Company from time
to time of up to 645,891 shares (the "Shares") of common stock, par value $.01,
of the Company ("Common Stock") issuable under the eBenX, Inc./Arbor
Administrative Services, Inc. 2000 Equity Compensation Plan (the "Plan").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our opinion set
forth below.
In rendering our opinion set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinion, we have relied upon certificates of officers of
the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, and any relevant agreements thereunder, will be
validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Shares.
Dated: September 20, 2000 Very truly yours,
/s/ Dorsey & Whitney LLP
KLC
