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Exhibit 5.1
[PIPER MARBURY RUDNICK & WOLFE LLP LETTERHEAD]
June 26, 2000
Sedona Corporation
649 North Lewis Road
Limerick, PA 19468
Gentlemen:
We are acting as counsel to Sedona Corporation, a Pennsylvania
corporation (the "Company"), in connection with the registration of 1,176,726
shares of the Company's Common Stock, par value $0.001 per share (the "Shares"),
pursuant to a Registration Statement on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended. Such Shares will be sold from time to time by the shareholder
named in the Registration Statement (the "Selling Shareholder").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below.
In examining the foregoing documents, we have assumed the genuineness
of all signatures and 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 the originals of
such latter documents. As to various questions of fact material to such opinion,
we have relied, to the extent we deemed appropriate, upon representations,
statements and certificates of officers and representatives of the Company and
others.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, with respect to those Shares underlying the convertible
preferred stock and warrants described in the Registration Statement, will be
validly issued, fully paid and nonassessable upon the proper conversion or
exercise of the convertible preferred stock and warrants in accordance with the
respective terms thereof.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement and
consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
