OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 753-7200
June 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: QueryObject Systems Corporation
Registration Statement on Form S-8
Gentlemen:
Reference is made to the Registration Statement on Form S-8 dated June
28, 2000, (the "Registration Statement"), filed with the Securities and Exchange
Commission by QueryObject Systems Corporation, a Delaware corporation (the
"Company"). The Registration Statement relates to the issuance of an aggregate
of 1,037,167 shares (the "Shares") of the Company's Common Stock, $.003 par
value (the "Common Stock") issuable upon exercise of options under the Company's
Amended and Restated 1991 Stock Option Plan and 2000 Stock Option Plan
(collectivly the "Plans").
We advise you that we have examined original or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws of the Company, the Plans, minutes of meetings of the Board of Directors
and stockholders of the Company, the Registration Statement, and such other
documents, instruments and certificates of officers and representatives of the
Company and public officials, and we have made such examination of the law as we
have deemed appropriate as the basis for the opinion hereinafter expressed. In
making such examination, we have assumed the genuineness of all signatures, the
authenticity of all
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June 28, 2000
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documents submitted to us as originals, and the conformity to original documents
of documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that:
The Shares underlying the Plans have been duly authorized and reserved
for and when issued in accordance with the terms of the options to be granted
under the plans will be legally paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and we further consent to the reference to this firm
under the caption "Legal Matters" in the Registration Statement and the
Prospectus forming a part thereof. We advise you that a member of this firm
holds securities which are exercisable into Shares.
Very truly yours,
/S/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
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OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
