EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
September 21, 2000
Board of Directors
Zengine, Inc.
6100 Stewert Avenue
Fremont, California 94538
Re: Registration Statement on Form S-8
3,384,3000 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to Zengine, Inc., a Delware corporation (the
"Corporation"), in connection with the preparation and filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 3,384,3000 shares of
common stock, no par value per share ("Common Stock"), to be issued under the
Corporation's Amended and Restated 1999 Stock Option Plan (the "Plan") upon
the exercise of stock options ( "Option Rights"). The Registration Statement
also registers an indeterminate number of additional shares which may be
necessary under the Plan to adjust the number of shares reserved thereby for
issuance as the result of a stock split, stock dividend or similar adjustment
of the outstanding Common Stock of the Corporation. We have been requested
by the Corporation to furnish an opinion to be included as an exhibit to the
Registration Statement.
For this purpose, we have reviewed the Registration Statement, the
Amended and Restatted Certificate of Incorporation and Amended and Restated
Bylaws of the Corporation, the Plan, a specimen stock certificate evidencing
the Common Stock of the Corporation and such other corporate records and
documents as we have deemed appropriate. We are relying upon the originals,
or copies certified or otherwise identified to our satisfaction, of the
corporate records of the Corporation and such other instruments, certificates
and representations of public officials, officers and representatives of the
Corporation as we have deemed relevant as a basis for this opinion. In
Board of Directors
September 21, 2000
Page 2
addition, we have assumed, without independent verification, the genuineness
of all signatures and the authenticity of all documents furnished to us and
the conformance in all respects of copies to originals. Furthermore, we have
made such factual inquiries and reviewed such laws as we determined to be
relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plan will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Option Rights; (ii) on the dates the Option Rights
are exercised, the Option Rights granted under the terms of the Plan will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with
their terms; (iii) no change occurs in applicable law or the pertinent facts;
and (iv) the provisions of "blue sky" and other securities laws as may be
applicable will have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Plan, when issued and sold pursuant to the
Plan and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Kenneth B. Tabach
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Kenneth B. Tabach, a Partner
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