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EXHIBIT 5.1
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
August 21, 2000
Via EDGAR
Board of Directors
Zengine, Inc.
6100 Stewart Avenue
Freemont, California 94538
Re: Zengine, Inc.
Registration Statement on Form S-1
Commission File No. 333-36312
Ladies and Gentlemen:
We have acted as special counsel to Zengine, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-1 (No. 333-36312)(the
"Registration Statement") relating to the registration under the Securities
Act of 1933, as amended (the "Act"), of up to 4,875,000 of shares of common
stock, no par value ("Common Stock"), of the Company to be issued and sold in
an underwritten public offering (including shares of Common Stock which the
underwriters have the option to purchase to cover any over-allotments) and in
the MCSi Subscription Program (the "Offering").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement and such
corporate records, agreements, documents and other instruments, including the
form of the underwriting agreement to be entered into among the Company and the
underwriters (the "Underwriting Agreement") and such certificates or comparable
documents of public officials, of officers and representatives of the Company as
we have deemed relevant or necessary as a basis for the opinions hereinafter set
forth.
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Board of Directors
August 21, 2000
Page 2
In such examination, we have assumed without independent verification
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents. As to all questions of fact material to this opinion
that have not been independently established, we have relied upon certificates
or comparable documents of officers of the Company, and we have examined the
representations and warranties of the Company contained in the Underwriting
Agreement and have relied upon the accuracy and completeness of the relevant
facts stated therein without independent verification.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the shares of Common Stock to be issued in the
Offering have been duly authorized and, when issued and sold pursuant to the
provisions of the Underwriting Agreement, the MCSi Subscription Program and the
Prospectus and upon receipt of the consideration required thereby, will be
validly issued and fully paid and non-assessable shares of Common Stock of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Legal
Matters" in the Prospectus. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ KENNETH B. TABACH
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Kenneth B. Tabach, a Partner
