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Exhibit 5.1
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c-quential, Inc.
25 Acorn Park
Cambridge, Massachusetts 02140
Ladies and Gentlemen:
We have acted as counsel to c-quential, Inc., a Delaware corporation (the
"Company"), in connection with the offer and sale by the Company of up to
7,250,000 shares of Class A common stock, par value $.01 per share ("Common
Stock"), of the Company ("Shares"). The Common Stock includes an overallotment
option of up to 1,088,000 Shares of Common Stock to be sold by the Company.
This opinion is being delivered in connection with the Company's Registration
Statement on Form S-l (No.333-36652) (the "Registration Statement") relating to
the registration of the offering and sale of the Shares under the Securities Act
of 1933, as amended (the "Securities Act"). All of the Shares are to be sold by
the Company to the several underwriters (the "Underwriters") of which Lehman
Brothers Inc., Chase Securities Inc. Thomas Weisel Partners LLC and Fidelity
Capital Markets are the representatives (the "Representatives") pursuant to an
Underwriting Agreement (the "Underwriting Agreement") to be entered into between
the Company and the Representatives of the Underwriters.
In connection with rendering this opinion, we have examined the form of the
proposed Underwriting Agreement being filed as an Exhibit to the Registration
Statement; the Certificate of Incorporation and By-laws of the Company, each as
amended to date; such records of the corporate proceedings of the Company as we
deemed material; and such other certificates, receipts, records and documents as
we considered necessary for the purpose of this opinion. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as certified,
photostatic or facsimile copies, the authenticity of the originals of such
copies and the authenticity of telephonic confirmations of public materials. As
to facts material to our opinion, we have relied upon certificates or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or representatives or officers thereof.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
United States of America, The Commonwealth of Massachusetts and the Delaware
General Corporation Law (which includes applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting the Delaware General
Corporation Law and the Delaware Constitution).
Based upon the foregoing, we are of the opinion that when the Underwriting
Agreement is completed (including the insertion therein of pricing terms) and
executed and delivered by the
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Company and on behalf of the Underwriters, and the Shares are sold to the
Underwriters and paid pursuant to the terms of the Underwriting Agreement, the
Shares will be duly authorized, validly issued and fully paid and non-assessable
by the Company.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
