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EXHIBIT 5
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HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000/Fax 617-526-5000
June 22, 2000
ePresence, Inc.
120 Flanders Road
Westboro, Massachusetts 01581
Re: Deferred Compensation Plan
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") relating to $5,000,000 in deferred
compensation obligations (the "Obligations") of ePresence, Inc., a Massachusetts
corporation (the "Company"), which represent unsecured obligations of the
Company, issuable under the Company's Deferred Compensation Plan (the "Plan").
We have examined the Second Amended and Restated Articles of
Organization of the Company, as amended, the By-Laws of the Company, as amended,
and originals, or copies certified to our satisfaction, of all pertinent records
of the meetings of the directors and stockholders of the Company, the
Registration Statement and such other documents relating to the Company as we
have deemed material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and 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.
We assume that the appropriate action will be taken, prior to the
offer issuance of the Obligations pursuant to the Plan, to register and qualify
the Obligations for issuance 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 Commonwealth of Massachusetts and
the federal laws of the United States of America.
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Based upon and subject to the foregoing, we are of the opinion that
the Obligations, when issued by the Company in the manner provided in the Plan,
will be valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws
of general applicability.
It is understood that this opinion is to be used only by the Company
in connection with the offer and issuance of the Obligations 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.
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 of 1933, as amended
(the "Securities Act"). 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/ Hale and Dorr LLP
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HALE AND DORR LLP
