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July 11, 2000
divine interVentures, inc.
4225 Naperville Road, Suite 400
Lisle, Illinois 60532
Re: Registration Statement on Form S-8
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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-8 (the "Registration Statement") for the
registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 8,846,990 shares (the "Shares") of the Company's class A common
stock, $0.001 par value per share (the "Class A Common Stock"), which may be
issued pursuant to the divine interVentures, inc. 1999 Stock Incentive Plan (the
"Stock Incentive Plan") and the divine interVentures, inc. 2000 Employee Stock
Purchase Plan (collectively, the "Plans"). 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 examined and relied upon originals
or copies, certified or otherwise identified to my satisfaction, of the
following:
1. The Registration Statement;
2. The Company's Second Amended and Restated Certificate of
Incorporation, as amended;
3. The form of the proposed amendment to the Second Amended and
Restated Certificate of Incorporation, as amended, of the
Company;
4. The form of the proposed Third Amended and Restated Certificate
of Incorporation of the Company;
5. The Amended and Restated By-Laws of the Company;
6. Records of proceedings and actions of the Board of Directors of
the Company relating to the adoption of each of the Plans;
7. Records of proceedings and actions of the stockholders of the
Company relating to the adoption of each of the Plans;
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8. Each of the Plans;
9. The form of option agreement under the Stock Incentive Plan (an
"Option Agreement");
10. The form of specimen certificate representing the Class A Common
Stock;
11. Certificates and written statements of public officials,
officers, directors, representatives and agents of the Company;
and
12. Such other instruments, documents, statements and records of the
Company and others as we have deemed relevant and necessary to
examine and rely upon for the purpose of this opinion.
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, we are of the 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 Common Stock and when such certificates are
issued and delivered by the Company and paid for in accordance with the terms of
the applicable Plan, the up to 8,846,990 Shares issuable under the Plans and
covered by the Registration Statement 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 herein concerning any other laws. In addition, we express no
opinion herein concerning any statutes, ordinances, administrative decisions,
rules or regulations of any county, town, municipality or special political
subdivision (whether created or enabled through legislative action at the
federal, state or regional level). This opinion is given as of the date hereof.
In connection therewith, we hereby consent to the 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 and related rules and regulations
thereunder.
Very truly yours,
Katten Muchin Zavis
