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Exhibit 5
Venable, Baetjer and Howard, LLP
2010 Corporate Ridge
Suite 400
McLean, Virginia 22102
August 7, 2000
The Netplex Group, Inc.
1800 Robert Fulton Drive, Suite 250
Reston, Virginia 20191
Ladies and Gentlemen:
We have acted as counsel for The Netplex Group, Inc., a New York
corporation (the "Company"), in connection with a registration statement on Form
S-1 of the Company (File No. 333-36572) (the "Registration Statement"),
originally filed on Form S-3 with the Securities and Exchange Commission (the
"Commission") on May 9, 2000, as amended from time to time, pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), pertaining to the
registration of 12,250,230 shares of common stock, par value $0.001 per share,
of the Company (the "Shares") for resale by certain shareholders of the Company
named in the Registration Statement (collectively, the "Selling Shareholders").
In connection with this opinion, we have considered such questions of law
as we have deemed necessary as a basis for the opinion set forth below, and we
have examined or otherwise are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the following: (i) the Registration
Statement; (ii) the Certificate of Incorporation and Bylaws, as amended, of the
Company, as currently in effect; (iii) certain resolutions of the Board of
Directors of the Company relating to the Shares and the transactions described
by the Registration Statement; and (iv) such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In our
examination, 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 certified or photostatic copies,
and the authenticity of the originals of such copies. As to any facts material
to this opinion that we did not independently establish or verify, we have
relied upon statements and representations of officers and other representatives
of the Company and others.
Based upon the foregoing, we are of the opinion that (i) the Shares have
been duly authorized; (ii) with respect to the outstanding Shares, are validly
issued, fully paid, and nonassessable; and (iii) with respect to those Shares
underlying the warrants and preferred stock described in the Registration
Statement, will be validly issued, fully paid,
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The Netplex Group, Inc.
August 7, 2000
Page 2
and nonassessable upon the proper exercise of the warrants and preferred stock
in accordance with the respective terms thereof.
Except as provided in the next sentence, we express no opinion as to the
laws of any jurisdiction other than the laws of the Commonwealth of Virginia and
the federal laws of the United States of America. To the extent that matters
concerning the New York Business Corporation Law are involved in the opinions
expressed above, our opinions are solely based upon our reasonable familiarity
with the New York Business Corporation Law based on our reading of standard
published compilations of such laws. We express no opinion as to the application
of the "securities" or "blue sky" law of any state, including the State of New
York and the Commonwealth of Virginia, to the offer and/or sale of the Shares.
We assume no obligation to update the opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of
the Commission thereunder.
Very truly yours,
/s/ Venable, Baetjer and Howard, LLP
