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Exhibit 5.1
(614) 464-6400
August 23, 2000
Symix Systems, Inc.
2800 Corporate Exchange Drive
Columbus, Ohio 43231
Re: Symix Systems, Inc. Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to Symix Systems, Inc., an Ohio
corporation (the "Company"), in connection with the registration of up to
1,587,412 common shares, no par value, of the Company (the "Common Shares"),
including up to 1,133,866 Common Shares issuable upon conversion of the
Company's outstanding Series A Convertible Participating Preferred Shares (the
"Preferred Shares") and up to 453,346 Common Shares issuable upon exercise of
the Company's outstanding stock purchase warrants (the "Warrants"), pursuant to
the Securities Act of 1933, as amended (the "Securities Act"). The Common Shares
are being registered on Form S-3 for resale by certain selling shareholders of
the Company.
This opinion is being furnished in accordance with the
requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulations S-K
promulgated under the Securities Act.
In connection with rendering this opinion, we have examined,
among other things, the Amended Articles of Incorporation and Amended
Regulations of the Company, each as amended to date; such records of the
corporate proceedings of the Company as we deemed to be material; the
registration statement on Form S-3 under the Securities Act relating to the
Common Shares, as amended to date (the "Registration Statement"), and the
prospectus contained therein (the "Prospectus"); and such other certificates,
records and documents as we have considered necessary in order to express the
opinion hereinafter set forth.
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 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. In making our
examination of documents executed by the parties other than the Company, we have
assumed that such parties had the power, corporate or other, to enter into and
to perform all obligations thereunder, the due authorization by all requisite
action, corporate and other, the execution and delivery by such parties of such
documents and the validity and binding effect thereof. As to any facts material
to
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ymix Systems, Inc.
August 23, 2000
Page 2
the opinions expressed herein which were not independently established or
verified by us, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
We have further assumed that all applicable state securities
laws will have been complied with in connection with each conversion of
Preferred Shares and Warrant exercise; at each time of issuance of the Common
Shares upon the conversion of the Preferred Shares and/or the exercise of the
Warrants, the Company will have sufficient authorized and unissued Common Shares
available for issuance; the Preferred Shares will be converted in accordance
with the Company's Amended Articles of Incorporation, as amended; the Warrants
will be exercised in accordance with the applicable warrant agreements; and the
Common Shares issuable upon conversion of the Preferred Shares and/or exercise
of the Warrants will, upon issuance, be evidenced by appropriate certificates
properly executed and delivered.
Based upon the foregoing, and assuming compliance with
applicable federal and state securities laws, we are of the opinion that (i) the
Common Shares issuable upon conversion of the Preferred Shares, when issued to
the holders of the Preferred Shares upon conversion of the Preferred Shares in
accordance with the Company's Amended Articles of Incorporation, as amended, and
(ii) the Common Shares issuable upon exercise of the Warrants, when issued to
the holders of the Warrants upon the exercise thereof in accordance with the
respective warrant agreements (including the payment of the exercise price
specified therein) will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus. This opinion is to be used only in connection
with the issuance of the Common Shares while the Registration Statement is in
effect. 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 or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Vorys, Sater, Seymour and Pease LLP
