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Exhibit 5.1
December 5, 2000
Cambridge Technology Partners (Massachusetts), Inc.
8 Cambridge Center
Cambridge, Massachusetts 02142
Re: S-3 Registration Statement
Ladies and Gentlemen:
We are counsel to Cambridge Technology Partners (Massachusetts), Inc., a
Delaware corporation (the "Company"), and have represented the Company in
connection with the preparation and filing of the Company's Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended, covering the sale to the public of up to an aggregate of
277,527 outstanding shares of the Company's Common Stock, $.01 par value per
share (the "Shares"), being sold by a certain stockholder of the Company.
We have reviewed the corporate proceedings taken by the Board of Directors
of the Company with respect to the authorization and issuance of the Shares. We
have also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all corporate records, documents,
agreements or other instruments of the Company and have made all investigations
of law and have discussed with the Company's officers all questions of fact
that we have deemed necessary or appropriate for the purposes of rendering this
opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
_____________________________________
TESTA, HURWITZ & THIBEAULT, LLP
