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EXHIBIT 5.1
SIDLEY & AUSTIN
a partnership including professional corporations
DALLAS BANK ONE PLAZA HONG KONG
10 S. DEARBORN STREET
LOS ANGELES CHICAGO, ILLINOIS 60603 LONDON
TELEPHONE 312 853 7000
NEW YORK FACSIMILE 312 853 7036 SHANGHAI
WASHINGTON, D.C. SINGAPORE
TOKYO
FOUNDED 1866
December 19, 2000
KPMG Consulting, Inc.
1676 International Drive
McLean, VA 22102
Re: 422,181,889 Shares
of Common Stock, $.01 par value per share
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (the
"Registration Statement") filed on May 5, 2000 by KPMG Consulting, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), as such Registration Statement is amended on the date hereof,
relating to the registration of 422,181,889 shares of Common Stock, $.01 par
value per share (the "Shares"), of the Company consisting of Shares (the
"Primary Shares") to be issued and sold by the Company and Shares (the
"Secondary Shares") to be sold directly by KPMG LLP, a Delaware limited
liability partnership, and by KPMG LLP on behalf of certain partners and
principals of KPMG LLP and of a related entity (collectively, the "Selling
Stockholders").
We are familiar with the proceedings to date with respect to
the proposed issuance and sale of the Shares contemplated by the Registration
Statement and have examined such records, documents and questions of law, and
satisfied ourselves as to such matters of fact, as we have considered relevant
and necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing
under the laws of the State of Delaware; and
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SIDLEY & AUSTIN CHICAGO
December 19, 2000
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2. The Secondary Shares are validly issued, fully paid
and nonassessable; and
3. The Primary Shares will be validly issued, fully paid
and nonassessable when (i) the Registration
Statement, as finally amended, shall have become
effective under the Securities Act; (ii) the
Company's Board of Directors or a duly authorized
committee thereof shall have duly adopted final
resolutions authorizing the issuance and sale of the
Primary Shares as contemplated by the Registration
Statement; and (iii) certificates representing the
Primary Shares shall have been duly executed,
countersigned and registered and duly delivered to
the purchasers thereof against payment of the agreed
consideration therefor.
We do not find it necessary for the purposes of this opinion
to cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states to the sale of the Shares, as
contemplated by the Registration Statement. In delivering this opinion, we have
assumed, as to questions of fact, among other things, the accuracy of
representations and the genuineness of documents and signatures given to or
reviewed by us.
This opinion 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 and to the reference to our firm under the caption
"Legal Matters." In giving such consent, we do not thereby admit that we are
within the category of persons for whom consent is required by Section 7 of the
Securities Act or the related rules promulgated by the Commission thereunder.
Very truly yours,
/s/ Sidley & Austin
Sidley & Austin
