BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
(Incorporated in Pennsylvania)
Attorneys
650 College Road East
Princeton, New Jersey 08540
October 20, 2000
Dendrite International, Inc.
1200 Mount Kemble Avenue
Morristown, New Jersey 07960-6797
Gentlemen:
We have acted as counsel to Dendrite International, Inc., a New Jersey
corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-8, (Registration No. 333-[ ]) (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), relating to the registration of an additional 2,500,000 shares (the
"Shares") of the Company's common stock, no par value (the "Common Stock"), to
be offered by the Company to its employees, officers, directors and consultants
under the 1997 Stock Incentive Plan, as amended (the "1997 Plan"). On each of
September 16, 1997, November 10, 1997, April 21, 1998 and October 12, 1999, the
Company filed its initial Registration Statement on Form S-8 (Registration No.
333-35701), and Amendment No. 1 (Registration No. 333-09090), Amendment No. 2
(Registration No. 333-09092) and Amendment No. 3 (Registration No. 333-11036) to
such Registration Statement, respectively, with the Securities and Exchange
Commission in order to, among other things, register under the Act an aggregate
of 6,000,000 shares of Common Stock reserved for issuance upon the exercise of
stock options granted under the 1997 Plan. On May 12, 2000, the shareholders of
the Company adopted an amendment to the 1997 Plan which increased the number of
shares of Common Stock reserved for issuance upon the exercise of options
granted under the 1997 Plan from 6,000,000 to 8,500,000 shares.
In connection with the Registration Statement, we have examined such
corporate records and documents, other documents, and such questions of law as
we have deemed necessary or appropriate for purposes of this opinion. On the
basis of such examination, it is our opinion that:
1. The issuance of the Shares in accordance with the terms of the 1997
Plan has been duly and validly authorized; and
2. The Shares, when issued, delivered and sold in accordance with the
terms of the 1997 Plan and the stock options, or other instruments
authorized by such 1997 Plan, granted or to be granted thereunder,
will be legally issued, fully paid and non-assessable.
<PAGE>
Dendrite International, Inc.
October 20, 2000
Page Two
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
(Incorporated in Pennsylvania)
By: /s/William J. Thomas
----------------------------
William J. Thomas
