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EXHIBIT 5.1
December 14, 2000
Cambridge Technology Partners (Massachusetts), Inc.
8 Cambridge Center
Cambridge, MA 02142
Re: Registration Statement on Form S-8 Relating to an Employment Agreement
by and between Jack L. Messman and Cambridge Technology Partners
(Massachusetts), Inc.
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 three hundred thousand (300,000) 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 issued by the Company pursuant to an Employment Agreement by and
between Jack L. Messman and the Company, dated August 27, 1999 are validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
