October 10, 2000
Board of Directors
E-xact Transactions Ltd.
143 Union Blvd., Suite 850
P.O. Box 38
Lakewood, Colorado 80228
Re: Sale of Common Stock Pursuant to Registration Statement on
Form S-8 Covering E-xact Transactions Ltd. Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to E-xact Transactions Ltd., a Delaware
corporation, (the "Company") in connection with the registration pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") of 1,510,000
shares of the Company's common stock, par value $.001 per share (the "Common
Stock"), issuable upon exercise of options or awards that have been or may be
granted under the E-xact Transactions Ltd. Stock Option Plan (the "Plan"). The
1,510,000 shares of Common Stock being registered under the Registration
Statement are referred to herein as the "Shares." This opinion is delivered to
you pursuant to Item 601 (b)(5) of Regulation S-K under the Securities Act of
1933, as amended.
The following opinion is limited solely to applicable federal law of the
United States of America and the corporate law of the State of Delaware.
Subject to the limitations set forth herein, we are of the opinion that
the Shares, when issued and paid for (with the consideration received by the
Company being not less than the par value thereof) in accordance with the Plan
and any agreement applicable to the Shares, will be validly issued, fully paid,
and non-assessable.
The opinion expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person and may not be
quoted in whole or in part without our prior written consent.
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Board of Directors
E-xact Transactions Ltd.
October 10, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the registration of the Shares,
as amended from time to time, as the attorneys who will pass upon legal matters
in connection with the issuance of the Shares, and to the filing of this opinion
as an exhibit to the aforesaid Registration Statement. In giving this consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended or the rules of the
Securities and Exchange Commission.
Very truly yours,
/s/ DAVIS GRAHAM & STUBBS LLP
DAVIS GRAHAM & STUBBS LLP
