ACCOUNT4 COM INC
S-1/A, EX-5.1, 2000-07-12
PREPACKAGED SOFTWARE
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                                                                     Exhibit 5.1

                                 July 12, 2000



Account4.com, Inc.
75 Wells Avenue
Newton, Massachusetts 02459

Gentlemen:

         This opinion is delivered to you in connection with the Registration
Statement (the "Registration Statement") on Form S-1 (Registration No.
333-36122) filed on May 2, 2000 by Account4.com, Inc. (the "Company") under the
Securities Act of 1933, as amended (the "Act"), for registration of 4,000,000
shares of common stock of the Company, $.01 par value per share ("Common
Stock").

         We are familiar with the Certificate of Incorporation of the Company,
the corporate minutes and bylaws of the Company, and the Registration Statement.
We have also made such further investigation as we have deemed necessary for the
purposes of this opinion.

         Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock to be sold by the Company pursuant to the prospectus
contained in the Registration Statement (the "Prospectus") have been validly
authorized for issuance and, when issued against receipt of the purchase price
described in the Prospectus, will be legally issued, fully paid and
nonassessable.

         We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the filing of this opinion as an exhibit
to the Registration Statement and the reference to this firm in the Prospectus
under the caption "Legal Matters".


Very truly yours,


/s/ Choate, Hall & Stewart



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