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EXHIBIT 5.1
November 28, 2000
Diamond Technology Partners Incorporated
875 North Michigan Avenue, Suite 3000
Chicago, Illinois 60611
Re: 8,500,000 Shares of Class B Common Stock, $.001
par value, of Diamond Technology Partners Incorporated
Dear Sir or Madam:
I refer to the Post-Effective Amendment No. 2 to Form S-4 Registration
Statement on Form S-8 (the "Registration Statement") filed by Diamond Technology
Partners Incorporated (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration of 8,500,000 shares of Class B Common Stock, $.001
par value (the "Shares"), of the Company which may be issued pursuant to the
DiamondCluster International, Inc. 2000 Stock Option Plan.
I am familiar with the proceedings to date with respect to the Plan and the
proposed issuance and sale of the Shares and have examined such records,
documents and questions of law, and I am satisfied as to such matters of fact,
as I have considered relevant and necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. Assuming that all required actions of the directors and stockholders
relating to the offering of the Shares are taken, including necessary
resolutions, the Shares will be, as and when acquired in accordance with the
terms and conditions of the Plan, legally issued, fully paid and non-assessable
under the Delaware General Corporation Law.
I do not find it necessary for the purposes of this opinion to cover, and
accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the Shares.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Nancy K. Bellis
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Vice President and General Counsel
of Diamond Technology Partners Incorporated
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