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EXHIBIT 5
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CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, N.Y. 10005-2072
________
(212) 732-3200
FAX (212) 732-3232
September 18, 2000
SeraNova, Inc.
499 Thornall Street
Edison
New Jersey 08837
Re: SeraNova, Inc.
Ladies and Gentlemen:
We have acted as counsel to SeraNova, Inc., a New Jersey corporation
(the "Company"), in connection with the registration by the Company of a total
of 8,276,892 shares (the "Shares") of common stock, par value $0.01 per share,
(the "Common Stock").
In rendering this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction of the following
documents:
(i) the Company's 1999 Stock Plan (the "Plan") authorizing the
issuance of up to 5,000,000 shares of Common Stock;
(ii) the written consent of the sole shareholder of the Company
dated December 1, 1999 approving the adoption of the Plan;
(iii) the Stock Option Agreements between the Company and its
employees, officers and directors dated September 15, 1999,
October 1, 1999, December 1, 1999 and July 31, 2000 (the
"Stock Option Agreements") pursuant to which the Company has
granted non-qualified stock options to purchase an aggregate
of 3,276,892 shares of Common Stock; and
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SeraNova, Inc. 2
(iv) the Unanimous Written Consents to Action in Lieu of a Special
Meeting of the Board of Directors of the Company dated
September 15, 1999, October 1, 1999, December 1, 1999 and July
31, 2000.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity with originals of
all documents submitted to us as copies. We have also assumed with respect to
each party that each of the above has been duly authorized, executed and
delivered by such party and that each party has full power and authority to
execute, deliver and perform each of the above documents to which it
is a party, and that each of the above documents is a valid and binding
obligation of such parties.
Based on the foregoing, and subject to the qualifications and
limitations set forth below, we are of the opinion that the Shares issuable upon
the exercise of stock options under the Plan or under the Stock Option
Agreements, as the case may be, have been duly and validly authorized and
reserved for issuance and, when paid for in accordance with the terms of the
Plan or the Stock Option Agreements, as the case may be, will be duly and
validly issued, fully paid and non-assessable.
Our opinion expressed above is limited to the laws of the State of New
York, New Jersey and the Federal laws of the United States of America only with
respect to the laws, and the rules, regulations and orders thereunder, which are
currently in effect.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8 and to all references to our firm
in this Registration Statement.
Very truly yours,
/s/ Carter, Ledyard & Milburn
Carter, Ledyard & Milburn
