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[BELL, BOYD & LLOYD LLC LETTER HEAD]
December 20, 2000
divine interVentures, inc.
3333 Warrenville Road, Suite 800
Lisle, Illinois 60532
divine interVentures, inc. 1999 Stock Incentive Plan
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to divine interVentures, inc., a Delaware
corporation (the "Company"), in connection with the preparation, execution, and
filing of the registration statement on Form S-8 of the Company (the
"Registration Statement"), which covers 6,153,009 shares of Class A Common
Stock, par value $.001 per share, of the Company (the "Shares"), to be offered
from time to time under the Company's 1999 Stock Incentive Plan, as amended (the
"Plan"). We have examined originals, or copies certified or otherwise identified
to our satisfaction, of the Plan and such other documents, corporate and other
records, certificates, and other papers as we deemed it necessary to examine for
the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and legally existing under
the laws of the State of Delaware.
2. The Company has taken all action necessary to authorize (i) the Plan,
(ii) the offer for sale of the Shares pursuant to the Plan, and (iii)
the issuance of the Shares in accordance with the Plan.
3. The Shares, when issued and paid for in accordance with the Plan and
upon the exercise of options granted pursuant to the Plan, will, upon
such issuance, constitute legally issued, fully paid, and
nonassessable shares of Class A Common Stock, par value $.001 per
share, of the Company.
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divine interVentures, inc.
December 20, 2000
Page 2
We hereby consent to the filing of this Opinion Letter as an exhibit to the
Registration Statement for the registration of the Shares under the Securities
Act of 1933, as amended. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Bell, Boyd & Lloyd LLC
