Exhibit 5.1
Cadwalader, Wickersham & Taft Letterhead
October 16, 2000
Watson Wyatt & Company Holdings
6707 Democracy Blvd.
Bethesda, Maryland 20817
Re: Watson Wyatt & Company Holdings, Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to Watson Wyatt & Company Holdings, a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), relating
to, among other things, the offer and sale of up to an aggregate of 4,500,000
shares (the "Incentive Shares") of its class A common stock, par value $0.01 per
share, issuable pursuant to the Company's 2000 Long - Term Incentive Plan (the
"Incentive Plan").
We are members of the Bar of the State of New York, and in rendering
the opinion below, we do not purport to be an expert in, or express any opinion
concerning, the laws of any jurisdiction other than the substantive laws of the
State of New York and the General Corporation Law of the State of Delaware (in
each case without regard to conflicts of law principles).
Based on the foregoing, we are of the opinion that the Incentive
Shares, when issued in accordance with the Incentive Plan, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement, without admitting that we are "experts" within
the meaning of the Securities Act or the rules and regulations of the Commission
issued thereunder with respect to any part of the Registration Statement,
including this exhibit.
Yours very truly,
/s/ Cadwalader, Wickersham & Taft
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