Buchanan Ingersoll
Professional Corporation
(Incorporated in Pennsylvania)
Attorneys
650 College Road East
Princeton, New Jersey 08540
July 24, 2000
Prophet 21, Inc.
19 West College Avenue
Yardley. Pennsylvania 19067
Gentlemen:
We have acted as counsel to Prophet 21, Inc., a Delaware corporation (the
"Company"), in connection with the filing by the Company of a Post-Effective
Amendment No. 1 to a Registration Statement on Form S-8 (Registration No.
333-38035) (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of 1,100,000 shares
(the "Shares") of the Company's common stock, $.01 par value (the "Common
Stock"), to be offered by the Company to its employees and consultants under the
Company's 1993 Stock Plan, as amended (the "1993 Plan"), and 100,000 shares of
Common Stock to be offered by the Company to its employees under the 1997
Employee Stock Purchase Plan (the "1997 Plan" and, collectively with the 1993
Plan, the "Plans"). On October 16, 1997, the Company filed the Registration
Statement with the Securities and Exchange Commission in order to register under
the Securities Act (i) 1,000,000 shares of Common Stock reserved for issuance
upon the exercise of stock options granted under the 1993 Plan, and (ii) 100,000
shares of Common Stock reserved for issuance under the 1997 Plan. On October 23,
1997, the stockholders of the Company (i) adopted an amendment to the 1993 Plan
which increased the number of shares of Common Stock reserved for issuance upon
the exercise of options granted under the 1993 Plan from 600,000 to 1,000,000
shares, and (ii) adopted the 1997 Plan.
In connection with the Post-Effective Amendment No. 1 to the Registration
Statement, we have examined such corporate records and documents, other
documents, and such questions of law as we have deemed necessary or appropriate
for purposes of this opinion. On the basis of such examination, it is our
opinion that:
1. The issuance of the Shares in accordance with the terms of the Plans
has been duly and validly authorized; and
<PAGE>
2. The Shares underlying the Plans, when issued, delivered and sold in
accordance with the terms of the Plans and the stock options, or other
instruments authorized by such Plans, granted or to be granted
thereunder, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
/s/ David J. Sorin
----------------------------------------
By: David J. Sorin, a member of the firm
