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EXHIBIT 5.1
LEONARD STREET & DEINARD
PROFESSIONAL ASSOCIATION
[LOGO]
May 25, 2000
Zamba Corporation
7301 Ohms Lane
Suite 200
Minneapolis, MN 55439
Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), for the registration of an
aggregate of 320,001 of Common Stock, $.01 par value per share (the
"Shares"), of Zamba Corporation, a Delaware corporation (the "Company"). All
of the Shares are being registered on behalf of certain stockholders of the
Company (the "Selling Stockholders").
We are acting as counsel for the Company in connection with the
registration for resale of the Shares. We have examined signed copies of the
Registration Statement as filed with the Commission. We have also examined
and relied upon the minutes of meetings of the stockholders and the Board of
Directors of the Company as provided to us by the Company, stock record books
of the Company as provided to us by the Company or its transfer agent, the
Certificate of Incorporation and By-Laws of the Company, each as restated
and/or amended to date, and such other documents as we have deemed necessary
for purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed 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 copies, the authenticity of the originals of such latter
documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the
offer and sale of the Shares, to register and qualify the Shares for sale
under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the State of Minnesota, the
Delaware General Corporation Law and the federal laws of the United States of
America.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
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We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and
to the use of our name therein and in the related Prospectus under the
caption "Legal Matters." In giving such 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 of the Commission.
Very truly yours,
/s/ LEONARD STREET AND DEINARD PROFESSIONAL ASSOCIATION
LEONARD STREET AND DEINARD PROFESSIONAL ASSOCIATION
