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[Womble Carlyle Sandridge & Rice, PLLC Letterhead]
EXHIBIT 5
July 27, 2000
Clarus Corporation
3950 Johns Creek Court, Suite 100
Suwanee, Georgia 30024
Re: Certain Stock Option Agreements between Clarus Corporation and
Certain Officers and Employees of Clarus Corporation
Gentlemen:
We have served as counsel for Clarus Corporation (the "Company") in
connection with its registration under the Securities Act of 1933, as amended,
of an aggregate of 336,687 shares of its common stock, $.0001 par value (the
"Shares"), which are proposed to be offered and sold pursuant to certain stock
option agreements between the Company and certain officers and employees of the
Company (individually, an "Agreement," and collectively, the "Agreements"). The
Company is filing today a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") with
respect to the Shares.
We have reviewed the Company's articles of incorporation and bylaws,
each as amended to date, and have examined the originals, or copies certified or
otherwise identified to our satisfaction, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents, as a basis for the opinions hereinafter
expressed. In rendering this opinion, we have relied upon certificates of
public officials and officers of the Company with respect to the accuracy of the
factual matters contained in such certificates. We also have reviewed the
Agreements and the Registration Statement.
In connection with such review, we have assumed with your permission
(1) the genuineness of all signatures; (2) the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies; and (3) the proper
issuance and accuracy of certificates of public officials and officers and
agents of the Company. In rendering opinions as to future events, we have
assumed the facts and law existing on the date hereof.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, when issued and paid for in accordance with the
terms of the respective Agreement, will be validly issued, fully paid and
nonassessable.
This opinion is limited to the laws of the State of Delaware. This
opinion is rendered as of the date hereof, and we undertake no obligation to
advise you of any changes in applicable law or any other matters that may come
to our attention after the date hereof.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
Section 7 of the Securities Act, or other rules and regulations of the
Commission thereunder.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Elizabeth O. Derrick
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Elizabeth O. Derrick, Member
