<PAGE> 1
Exhibit 5.1
ATTORNEYS AT LAW
3500 One First Union Center
KILPATRICK STOCKTON LLP 301 South College Street
Charlotte, North Carolina 28202-6001
Telephone: 704.338.5000
Facsimile: 704.338.5125
Web site: www.kilstock.com
August 14, 2000 ELIZABETH G. WREN
E-MAIL: [email protected]
DIRECT DIAL: 704.338.5123
YOUcentric, Inc.
SouthPark Towers
6000 Fairview Road, Suite 405
Charlotte, NC 28210
RE: YOUCENTRIC, INC. REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-1 (File No. 333-35104) originally filed by you with the Securities and
Exchange Commission on April 19, 2000, and all amendments thereto through the
date hereof (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of 5,750,000 shares of your common
stock, no par value (the "Shares"). We understand that the Shares, which include
an option granted to the underwriters to purchase 750,000 shares of your common
stock to cover over-allotments, are to be sold by you to the underwriters named
in the Registration Statement for resale to the public as described in the
Registration Statement. As your legal counsel, we have examined the proceedings
taken, and are familiar with the proceedings proposed to be taken by you, in
connection with the authorization, issuance and sale of the Shares, and have
examined such corporate records and such other documents and certificates as we
have deemed necessary as the basis for the opinion hereinafter expressed.
It is our opinion that, upon completion of the proceedings being taken,
or proposed to be taken by us, as your legal counsel, prior to the issuance of
the Shares and the receipt by you of the consideration for the Shares, the
Shares, if and when issued and sold in the manner described in the Registration
Statement, and in accordance with the resolutions adopted by your board of
directors, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the prospectus
<PAGE> 2
YOUcentric, Inc.
August 14, 2000
Page 2
included in the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ Kilpatrick Stockton LLP
Kilpatrick Stockton LLP
