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EXHIBIT 5
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TESTA, HURWITZ & THIBEAULT, LLP
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ATTORNEYS AT LAW
High Street Tower, 125 High Street
Office (617) 248-7000 Boston, Massachusetts 02110 Fax (617) 248-7100
October 4, 2000
Cambridge Technology Partners (Massachusetts), Inc.
8 Cambridge Center
Cambridge, MA 02142
Re: Registration Statement on Form S-8 Relating to the
1998 Stock Option Plan Filed October 4, 2000
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Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by Cambridge Technology Partners
(Massachusetts), Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to an
aggregate of six million five hundred thousand (6,500,000) shares of Common
Stock, $.01 par value, of the Company (the "Shares").
We are counsel to the Company and are familiar with the proceedings of its
stockholders and Board of Directors. We have examined original or certified
copies of the Company's certificate of incorporation, as amended, the Company's
by-laws, as amended, and such other certificates, documents, records and
materials as we have deemed necessary in connection with this opinion letter.
We have relied upon a certificate of an officer of the Company with respect to
certain factual matters relevant to this opinion letter.
We are members only of the Bar of the Commonwealth of Massachusetts and are
not experts in, and express no opinion regarding, the laws of any jurisdictions
other than the Commonwealth of Massachusetts, the General Corporation Law of the
State of Delaware and the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares proposed to be issued by the Company pursuant to the 1998 Stock Option
Plan (the "Plan") will be, upon receipt of the consideration provided for in the
Plan, validly issued, fully paid and nonassessable after issuance of such Shares
in accordance with the terms of the Plan and the option agreements evidencing
the options pursuant to which such Shares are issued.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
