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EXHIBIT 5.1
DUANE, MORRIS & HECKSCHER LLP
ATTORNEYS AT LAW
ONE LIBERTY PLACE NEW YORK, NY
PHILADELPHIA, PA 19103-7396 LONDON, ENGLAND
(215) 979-1000 CHICAGO, IL
WASHINGTON, DC
FAX SAN FRANCISCO, CA
(215) 979-1020 BOSTON, MA
ATLANTA, GA
MIAMI, FL
www.duanemorris.com WILMINGTON, DE
HARRISBURG, PA
November 3, 2000 WAYNE, PA
CHERRY HILL, NJ
NEWARK, NJ
WESTCHESTER, NY
PRINCETON, NJ
PALM BEACH, FL
ALLENTOWN, PA
HOUSTON, TX
BANGOR, ME
The Board of Directors of
eResearchTechnology, Inc.
30 South 17th Street
Philadelphia, PA 19103
Gentlemen:
We have acted as counsel to eResearchTechnology, Inc. (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-1 (the "Registration Statement") relating to the offer and
sale by the Company of up to 4,600,000 shares (the "Shares") of Common Stock,
$.01 par value per share, of the Company.
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Restated Certificate of Incorporation and
Amended and Restated Bylaws, each as amended to date, the corporate minutes and
other proceedings and the records relating to the authorization, sale and
issuance of the Shares, and such other documents and matters of law as we have
deemed necessary or appropriate in order to render this opinion. In the course
of such examination, we have assumed the genuineness of all signatures on
original documents and all documents submitted to us as certified copies of
original documents and the conformity to original and certified documents of all
copies submitted to us as conformed or photostatic copies.
Based upon the foregoing, it is our opinion that the Shares, when
issued and sold as contemplated by the Registration Statement, will be duly
authorized, legally and validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement and to the reference to our name under the caption "Legal Matters" in
the prospectus that is a part of the Registration Statement.
Sincerely,
/s/ Duane, Morris & Heckscher LLP
