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[MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. LETTERHEAD]
June 30, 2000
Online Resources & Communications Corporation
7600 Colshire Drive
McLean, VA 22102
Gentlemen:
We have acted as counsel to Online Resources & Communications
Corporation, a Delaware corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement"), pursuant to
which the Company is registering the issuance under the Securities Act of 1933,
as amended, of 400,000 shares of its common stock, $.0001 par value per share
(the "Common Stock"). This opinion is being rendered in connection with the
filing of the Registration Statement. All capitalized terms used herein and not
otherwise defined shall have the respective meanings given to them in the
Registration Statement.
In connection with this opinion, we have examined the Company's Amended
and Restated Certificate of Incorporation and Restated By-Laws, both as
currently in effect; such other records of the corporate proceedings of the
Company and certificates of the Company's officers as we have deemed relevant;
and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, 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.
Based upon the foregoing, we are of the opinion that (i) the Common
Stock has been duly and validly authorized by the Company and (ii) the Common
Stock, when sold, will have been duly and validly issued, fully paid and
non-assessable shares of the Common Stock, free of preemptive rights.
Our opinion is limited to the General Corporation Laws of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.
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MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
June 30, 2000
Page 2
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
