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EXHIBIT 5
[LETTERHEAD OF DILWORTH PAXSON LLP]
DIRECT DIAL NUMBER:
(215) 575-7000
December 22, 2000
Manugistics Group, Inc.
2115 East Jefferson Street
Rockville, MD 20852
Re: 2000 Non-Qualified Stock Option Plan of Manugistics Group, Inc.
and Executive Stock Option Grants - Registration Statement on Form
S-8
Ladies and Gentlemen:
As counsel for Manugistics Group, Inc., a Delaware corporation (the
"Company"), we have been asked to render our opinion with respect to certain
matters relating to the offer and sale of a total of up to 2,370,000 shares of
the Company's Common Stock, par value $.002 per share (the "Shares"), which may
be issued, as follows: (i) pursuant to the 2000 Non-Qualified Stock Option Plan
of Manugistics Group, Inc. (the "2000 Plan"), - 2,000,000 Shares; and (ii)
pursuant to employee stock options granted outside of the Plan and pursuant to
employment agreements respectively entered into with Gregory C. Cudahy, Michael
Simonetto and Joseph Marino, each of whom is an executive officer of the Company
(the "Additional Options") - a total of 370,000 Shares, which are or may become
issuable upon exercise of options granted or which may be granted upon
satisfaction of certain performance conditions. The number of shares which may
be purchased upon exercise of each option is subject to adjustment from time to
time as set forth in such option or the 2000 Plan.
The Shares are the subject of a Registration Statement on Form S-8 (the
"Registration Statement") which the Company intends to file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), on or about December 22, 2000. (Said Registration Statement on Form
S-8 is referred to hereinafter as the "Registration Statement.")
In rendering this opinion, we have examined: (i) the Amended and Restated
Certificate of Incorporation and By-laws of the Company, each as presently in
effect; (ii) the various resolutions and related minutes of the Company's Board
of Directors respectively adopting the 2000 Plan and authorizing the issuance of
up to 2,000,000 Shares
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DILWORTH PAXSON LLP PAGE 2
TO: MANUGISTICS GROUP, INC,
pursuant to the 2000 Plan; (iii) the resolutions and related minutes of the
Company's Board of Directors authorizing the grant of the Additional Options and
the issuance of 370,000 Shares pursuant to said stock option grants; (iv) the
resolutions of the Company's Board of Directors authorizing the preparation and
filing of the Registration Statement; (v) the Registration Statement; (vi) the
respective employment agreements referred to above which the Company entered
into with each of the above named executive officers; and (vii) such
certificates and other documents as we have deemed appropriate or necessary as a
basis for the opinions hereinafter expressed.
In rendering the opinions expressed below, we have assumed the
authenticity of all documents and records examined, the conformity with the
original documents of all documents submitted to us as copies and the
genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when duly issued in accordance with the respective terms of the 2000
Plan (including the terms and conditions of options granted thereunder) or the
Additional Options, after the Registration Statement shall have become effective
under the Act, will be legally issued, fully paid and nonassessable.
We have made such investigation of the General Corporation Law of the
State of Delaware as we have considered appropriate for the purpose of rendering
the opinion expressed above. We are qualified to practice law in the
Commonwealth of Pennsylvania; this opinion is limited to the Federal law of the
United States and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to this Firm in Item 5 of Part
II of the Registration Statement.
Very truly yours,
/s/ DILWORTH PAXSON LLP
DILWORTH PAXSON LLP
cc: Tim Smith, Senior Vice President,
General Counsel and Secretary
Manugistics Group, Inc.
