Exhibit 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-7787 47, Avenue Hoche
FAX (212) 715-8047 75008 Paris
France
June 14, 2000
Greg Manning Auctions, Inc.
775 Passaic Avenue
West Caldwell, NJ 07006
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to Greg Manning Auctions, Inc., a New
York corporation (the "Company"), in connection with the preparation and filing
of a pre-effective Amendment No. 1 (the "Amendment") to the Company's
registration statement on Form S-3 (registration no. 333-38354), filed with the
Securities and Exchange Commission on June 1, 2000 (the "Registration
Statement"), pursuant to which the Company will register for resale under the
Securities Act of 1933, as amended (the "Act"), an additional 9,241 shares of
the Company's common stock, par value $.01 per share (the "Common Stock"),
issued by the Company to the selling shareholder named in the Amendment, raising
the aggregate number of shares of the Company's Common Stock to be registered
under the Registration statement to 132,019 shares.
In connection with the registration of the additional Common
Stock, we have reviewed such documents and records as we have deemed necessary
to enable us to express an opinion on the matters covered hereby. In rendering
this opinion, we have (a) assumed (i) the genuineness of all signatures on all
documents examined by us, (ii) the authenticity of all documents submitted to us
as originals, and (iii) the conformity to original documents of all documents
submitted to us as photostatic or conformed copies and the authenticity of the
originals of such copies; and (b) relied on (i) certificates of public officials
and (ii) as to matters of fact, statements and certificates of officers and
representatives of the Company.
Based upon the foregoing, we are of the opinion that the
Common Stock has been validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Amendment. In giving the foregoing consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
We note that a partner of this firm is a member of the board
of directors and a shareholder of the Company.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
