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EXHIBIT 5.1
REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10111
January , 2001
Global Knowledge, Inc.
9000 Regency Parkway, Suite 500
Cary, North Carolina 27511
Ladies and Gentlemen:
We have acted as counsel to Global Knowledge, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement (File No. 333-47568) of the Company on Form S-1, as
amended (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration under the
Securities Act of up to 16,790,000 shares of Common Stock, $.01 par value, of
the Company (the "Common Stock"). Of these shares to be registered, 15,695,000
shares (including up to 1,095,000 shares subject to the underwriter's
over-allotment option) are authorized but unissued shares of Common Stock to be
offered and sold by the Company and up to 1,095,000 shares (all of which are
subject to the underwriter's over-allotment option) are presently issued and
outstanding and are to be sold by certain selling stockholders of the Company
(the "Selling Stockholders").
In that connection, we have participated in the preparation of the
Registration Statement, including the Prospectus contained therein (the
"Prospectus") and have reviewed certain corporate proceedings. In addition, we
have examined originals or copies certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, as we have deemed necessary
to form a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of all such latter documents. As to all questions of fact material
to this opinion that have not been independently established, we have relied
upon certificates or comparable documents of officers and representatives of the
Company.
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Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The shares of Common Stock to be registered for sale by the Company
under the Registration Statement have been duly authorized and, when issued and
paid for as contemplated by the Prospectus, will be validly issued, fully paid
and non-assessable.
3. The shares of Common Stock to be registered for sale by the Selling
Stockholders under the Registration Statement are duly authorized, validly
issued, fully paid and non-assessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
We also consent to the incorporation by reference of this opinion in a
related registration statement filed by the Company pursuant to Rule 462(b)
under the Securities Act.
Very truly yours,
