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EXHIBIT 5
[ARNOLD & PORTER LETTERHEAD]
June 23, 2000
Board of Directors
SAGA Systems, Inc.
11190 Sunrise Valley Drive
Reston, Virginia 20191
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to SAGA Systems, Inc. (the "Company") in
the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
relating to up to 2,000,000 additional shares of the common stock of the
Company, par value $.01 per share, reserved for issuance under the Company's
1997 Stock Option Plan (the "Plan").
In connection with rendering the opinions set forth in this letter, we have
examined such corporate records of the Company, including the Plan, the
Company's Certificate of Incorporation and Bylaws as in effect on the date of
this opinion, and resolutions of the Board of Directors and stockholders of the
Company, as well as made such investigation of matters of fact and law and
examined such other documents as we deem necessary for rendering the opinions
hereinafter expressed.
The opinions set forth herein are subject to the following qualifications,
which are in addition to any other qualifications contained herein:
A. We have assumed without verification the genuineness of all signatures
on all documents, the authority of the parties (other than the Company)
executing such documents, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as copies.
B. The opinions set forth herein are based on existing laws, ordinances,
rules, regulations, and judicial and administrative decisions as they presently
have been interpreted, and we can give no assurances that our opinions would not
be different after any change in any of the foregoing occurring after the date
hereof.
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SAGA Systems, Inc.
June 23, 2000
Page 2
C. We have assumed without verification that, with respect to the minutes
of any meetings of the Board of Directors or any committees thereof of the
Company or of the stockholders of the Company that we have examined, due notice
of the meetings was given or duly waived, the minutes accurately and completely
reflect all actions taken at the meetings and a quorum was present and acting
throughout the meetings.
D. We have assumed without verification the accuracy and completeness of
all corporate records made available to us by the Company.
E. We express no opinion as to the effect or application of any laws or
regulations other than the internal laws of the State of Delaware and the
federal laws of the United States. As to matters governed by the laws specified
in the foregoing sentence, we have relied exclusively on the latest standard
compilations of such statutes and laws as reproduced in commonly accepted
unofficial publications available to us.
Based on the foregoing, upon the assumptions that there will be no material
changes in the documents we have examined and the matters investigated referred
to above, we are of the opinion that the 2,000,000 additional shares of Common
Stock reserved for issuance under the Plan, when issued upon the exercise of
options in accordance with the terms of the Plan and for legal consideration of
not less than $.01 per share, will be validly issued and will be fully paid and
nonassessable.
This letter does not address any matters other than those expressly
addressed herein. This letter is given for your sole benefit and use. No one
else is entitled to rely hereupon. This letter speaks only as of the date
hereof. We undertake no responsibility to update or supplement it after such
date.
We hereby consent to your filing of this opinion as Exhibit 5 to the
Registration Statement and to reference to our firm in Item 5 thereof. By
giving such consent we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Arnold & Porter
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ARNOLD & PORTER
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