Exhibit 5
September 15, 2000
SYNAVANT Inc.
3445 Peachtree Road N.E., Suite 1400,
Atlanta, Georgia 30326.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 9,619,812 shares (the "Securities") of Common Stock, par value
$0.01 per share, of SYNAVANT Inc., a Delaware corporation (the "Company"), which
may be issued to employees in accordance with the Replacement Plan for IMS
Health Equity-Based Awards, the 2000 Stock Incentive Plan, and Employee Stock
Purchase Plan, and related stock purchase rights (the "Rights") to be issued
pursuant to the Rights Agreement, dated as of August 29, 2000 (the "Rights
Agreement"), between the Company and EquiServe Trust Company, as Rights Agent
(the "Rights Agent"), we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. Upon the
basis of such examination, we advise you that, in our opinion:
(1) When the registration statement relating to the Securities and
the Rights (the "Registration Statement") has become effective under
the Act, the terms of the sale of the Securities have been duly
established in conformity with the Company's Certificate of
Incorporation, and the Securities have been duly issued and sold as
contemplated by the Registration Statement, the Securities will be
validly issued, fully paid and nonassessable.
(2) Assuming that the Board of Directors of the Company, after
fully informing itself with respect to the Rights Agreement and the
Rights and after giving due consideration to all relevant matters,
determined
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that the execution and delivery of the Rights Agreement and the
issuance of the Rights thereunder would be in the best interests of the
Company and its stockholders, and the Rights Agreement has been duly
authorized, executed and delivered by the Rights Agent, then when the
Registration Statement has become effective under the Act and the
Securities have been validly issued and sold as contemplated by the
Registration Statement, the Rights attributable to the Securities will
be validly issued.
In connection with our opinion set forth in paragraph (2) above, we
note that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York and the General Corporation Law of
the State of Delaware, and we are expressing no opinion as to the effect of the
laws of any other jurisdiction.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
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 "Item 5 -
Exhibits" in the Prospectus. 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/ Sullivan & Cromwell