PITNEY, HARDIN, KIPP & SZUCH LLP
P.O. Box 1945
Morristown, New Jersey 07962-1945
October 11, 2000
TechSys, Inc.
44 Aspen Drive
Livingston, New Jersey 07039
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") by TechSys, Inc. (the "Company") relating to 3,500,000 shares of the
Company's common stock, no par value (the "Shares") to be issued pursuant to the
TechSys, Inc. 2000 Incentive Compensation Plan (the "Plan").
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of such corporate records, documents, agreements,
instruments and certificates of public officials and of officers of the Company
as we have deemed necessary or appropriate in order to express the opinion
hereinafter set forth.
Based upon the foregoing, we are of the opinion that, when the Shares
have been duly issued as contemplated by the Registration Statement (including
the Prospectus which is not filed herewith) and the Plan and for the
consideration determined in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of New Jersey, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH LLP
