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EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP]
eFunds Corporation
400 West Deluxe Parkway
P.O. Box 12536
Milwaukee, Wisconsin 53212
Re: Registration Statement on Form S-8
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 9,110,000 shares
(the "Shares") of common stock, par value $.01, of the Company to be offered and
sold under the eFunds Corporation 2000 Stock Incentive Plan, 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: August 30, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
RAR
