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EXHIBIT 5
[LETTERHEAD OF PEPPER HAMILTON LLP]
August 18, 2000
Covalent Group, Inc.
One Glenhardie Corporate Center
1275 Drummers Lane, Suite 100
Wayne, Pennsylvania 19087
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Covalent Group, Inc., a Nevada corporation
(the "Company") in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of 6,365,500 shares of the
Company's Common Stock, $0.001 par value (the "Common Stock"), 6,015,500 of
which (the "Covalent Partners Shares") were acquired by Covalent Partners from a
former officer of the Company, and 350,000 shares of Common Stock which may be
issued to certain of the Selling Shareholders upon conversion of warrants to
purchase Common Stock pursuant to the terms of warrant agreements (the "Warrant
Agreements") (the "Warrant Shares" and, together with the Covalent Partners
Shares, the "Shares").
The opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement on Form S-3 (the
"Registration Statement"); (ii) the Warrant Agreements; (iii) registration
rights agreement between the Company and each of the Selling Shareholders; (iv)
the Company's Certificate of Incorporation and Bylaws, as in effect on the date
hereof; (v) certain resolutions of the Board of Directors of the Company
relating to, among other things, the issuance of the Shares; and (vi) such other
documents relating to the Company and the proposed issuance of the Shares as we
have deemed necessary or appropriate as a basis for the opinions set forth
below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied exclusively upon statements and representations of officers and other
representatives of the Company and others.
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In addition, we have made such investigation of the Nevada General
Corporation Law (the "Nevada GCL") as we have considered appropriate for the
purposes of rendering the opinions expressed herein. This opinion is limited to
the Nevada GCL.
Based upon and subject to the foregoing, we are of the opinion that the
Covalent Partners Shares have been duly and validly issued and are fully-paid
and non-assessable by the Company under the Nevada GCL and that when issued and
delivered in accordance with the terms of the Warrant Agreements, the Warrant
Shares will be duly and validly issued, fully paid and non-assessable by the
Company under the Nevada GCL.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus filed as part of the Registration Statement.
In giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
This opinion is furnished by us, as your counsel, in connection with the
filing of the Registration Statement and, except as provided in the immediately
preceding paragraph, is not to be used, circulated, quoted or otherwise referred
to for any other purpose without our express written permission or relied upon
by any other person.
Sincerely,
PEPPER HAMILTON LLP
/s/ Pepper Hamilton LLP
