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[LETTERHEAD OF KIRKLAND & ELLIS]
September 18, 2000
Propel, Inc.
425 North Martingale Road
18th Floor
Schaumburg, Illinois 60173
Re: Propel, Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as special counsel to Propel, Inc., a Delaware
corporation (the Company"), in connection with the proposed registration by
the Company of 27,025,000 shares (the "Shares") of its Common Stock, par
value $.01 per share (the "Common Stock"), including 3,525,000 shares of its
Common Stock to cover over-allotments, if any, pursuant to a Registration
Statement on Form S-1, originally filed with the Securities and Exchange
Commission (the "Commission") on June 27, 2000 under the Securities Act of
1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement").
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of
all documents submitted to us as copies and the authenticity of the originals
of all documents submitted to us as copies. We have also assumed the legal
capacity of all natural persons, the genuineness of the signatures of persons
signing all documents in connection with which this opinion is rendered, the
authority of such persons signing on behalf of the parties thereto other than
the Company and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. As to any facts
material to the opinions expressed herein, we have relied upon the statements
and representations of officers and other representations of the Company and
others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of
(i) any bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting the
enforcement of creditors' rights generally, (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or
at law), (iii) public policy considerations which may limit the rights of
parties to obtain certain remedies and (iv) any laws
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except the internal laws of the State of Illinois, the General Corporation
law of the State of Delaware and the federal law of the United States of
America.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we hereby advise you
that in our opinion:
(1) The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.
(2) The Shares have been duly authorized, and, when the Registration
Statement becomes effective under the Act, the Board of Directors of the
Company has taken all necessary action to approve the issuance and sale of
the Shares, the Shares have been issued in accordance with the terms of the
Underwriting Agreement, upon receipt of the consideration contemplated
thereby, and certificates representing the Shares have been duly executed and
delivered on behalf of the Company and duly registered by the Company's
Registrar, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference
to our firm under the heading "Legal Matters" in the Registration Statement.
In giving this consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission. This opinion and consent may be
incorporated by reference in a subsequent registration statement on Form S-1
filed pursuant to Rule 462(b) under the Act with respect to the registration
of additional securities for sale in the offering contemplated by the
Registration Statement.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the issuance and sale
of the Primary Shares and the sale of the Secondary Shares.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
statutes be changed by legislative action, judicial decision or otherwise.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
