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EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP]
eFunds Corporation
7272 E. Indian School Road
Suite 420
Scottsdale, Arizona 85251
Re: Registration Statement on Form S-8
eFunds Corporation Stock Incentive Plan for Deluxe Conversion Awards
Ladies and Gentlemen:
We have acted as counsel to eFunds Corporation, a Delaware corporation
(the "Company"), and have advised the Company in connection with the
registration under the Securities Act of 1933, as amended, on Form S-8 of
3,350,000 shares (the "Shares") of common stock, par value $.01, of the Company
to be offered and sold under the eFunds Corporation Stock Incentive Plan for
Deluxe Conversion Awards, as amended (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinion
set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. As to questions of fact material to our opinion, we
have relied upon certificates or representations of officers or employees of the
Company and of public officials.
Based on the foregoing we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Shares.
Dated: December 8, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
RAR
