Exhibit 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
47, Avenue Hoche
TEL (212) 715-9100 75008 Paris
FAX (212) 715-8000 France
November 1, 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 registration statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), pursuant to Rule 462(b)
of the Securities Act of 1933, as amended (the "Act"), in connection with the
registration under the Act, for the resale of up to 31,054 shares (the "Stock")
of common stock, par value $.01 per share of the Company (the "Common Stock").
In connection with the registration of the Stock, we have
examined the registration statement on Form S-3, File No. 333-38354 (the
"Original Registration Statement"), related to the resale of up to 132,019
shares of Common Stock. We have also examined such additional 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 Stock
has been validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus which is part of the Original Registration Statement.
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
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