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Katten Muchin Zavis
525 West Monroe Street, Suite 1600
Chicago, IL 60661
312-902-5200
June 28, 2000
divine interVentures, inc.
4225 Naperville Road, Suite 400
Lisle, Illinois 60532
RE: REGISTRATION STATEMENT ON FORM S-1
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Ladies and Gentlemen:
We have acted as counsel for divine interVentures, inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
registration statement on Form S-1, as amended (File No. 333-92851) (the
"Registration Statement"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the Company's public offering of up to 14,285,000 shares (the
"Shares") of its Class A Common Stock, $0.001 par value per share (the "Class A
Common Stock"), including up to 2,142,750 shares of Class A Common Stock
issuable upon exercise of the Underwriters' (as defined herein) overallotment
option. This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have relied, as to matters of fact,
upon certificates of public officials and others and upon affidavits,
certificates and written statements of directors, officers and employees of, and
the accountants and transfer agent and registrar for, the Company. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents and records as we have deemed
relevant and necessary to examine for the purpose of this opinion, including (a)
the Registration Statement, (b) the Company's Second Amended and Restated
Certificate of Incorporation, as amended, and the form of the proposed Third
Amended and Restated Certificate of Incorporation of the Company, (c) the
Company's By-laws, (d) records of proceedings of the Board of Directors of the
Company, (e) the Company's stock records, (f) the form of Underwriting Agreement
(the Underwriting Agreement") proposed to be entered into between the Company
and FleetBoston Robertson Stephens Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Bear, Stearns & Co. Inc., William Blair & Company, L.L.C. and
DLJdirect Inc., as representatives of the
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several underwriters to be named therein (collectively, the "Underwriters") and
(g) a proposed form of specimen certificate representing the Class A Common
Stock.
In connection with this opinion, we have assumed the legal capacity of all
natural persons, the accuracy and completeness of all documents and records that
we have reviewed, the genuineness of all signatures, the authenticity of the
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, conformed or reproduced
copies.
Based upon and subject to the foregoing, it is our opinion that, when
certificates representing the Shares in the form of the specimen certificate
examined by us have been manually signed by an authorized officer of the
transfer agent and registrar for the Class A Common Stock, and such certificates
are delivered to, and the Shares are paid for by, the Underwriters as
contemplated by the Underwriting Agreement, the up to 14,285,000 Shares covered
by the Registration Statement (including the up to 2,142,750 Shares issuable
upon exercise of the Underwriters' over-allotment options) will be validly
issued, fully paid and non-assessable.
Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware, the applicable provisions of the Delaware Constitution
and the reported judicial decisions interpreting such laws, and we do not
express any opinion concerning any other laws. This opinion is given as of the
date hereof.
We hereby consent to use of our name under the heading "Legal Matters" in
the Prospectus forming a part of the Registration Statement and to use of this
opinion for filing as Exhibit 5 to the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Act or the related rules and
regulations thereunder.
Very truly yours,
KATTEN MUCHIN ZAVIS
