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 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"), with respect to the
registration for resale under the Securities Act of 1933, as amended (the
"Act"), of 122,778 shares of the Company's common stock, par value $.01 per
share (the "Stock"), issued by the Company to the selling shareholders named in
the Registration Statement.
In connection with the registration of the 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 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. 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
