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EXHIBIT 5
ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
www.alston.com
LAURA G. THATCHER
E-MAIL: [email protected]
September 15, 2000
Caredata.com, Inc.
Two Piedmont Center Suite 400
Atlanta, Georgia 30305-1502
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Caredata.com, Inc., a Delaware corporation
(the "Corporation"), in connection with the filing of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") to register under the
Securities Act of 1933, as amended (the "Securities Act"), 400,000 shares of the
Corporation's Common Stock, $0.001 par value per share ("Common Stock"), that
may be issued pursuant to the Caredata.com, Inc. 1998 Long-Term Incentive Plan
(the "LTIP"). This opinion letter is rendered pursuant to Item 8 of Form S-8 and
Item 601(b)(5) of the Commission's Regulation S-K.
We have examined the LTIP, the Certificate of Incorporation of the
Corporation, as amended, the Bylaws of the Corporation, as amended, records of
proceedings of the Board of Directors of the Corporation deemed by us to be
relevant to this opinion letter, the Registration Statement and other documents
and agreements we deemed necessary for purposes of expressing the opinion set
forth herein. We also have made such further legal and factual examinations and
investigations as we deemed necessary for purposes of expressing the opinion set
forth herein.
As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Corporation and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and,
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.
This opinion letter is provided to the Corporation and the Commission
for their use solely in connection with the transactions contemplated by the
Registration Statement and may not be
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used, circulated, quoted or otherwise relied upon by any other person or for any
other purpose without our express written consent. The only opinion rendered by
us consists of those matters set forth in the sixth paragraph hereof, and no
opinion may be implied or inferred beyond those expressly stated.
Our opinion set forth below is limited to the General Corporation Law
of the State of Delaware, applicable provisions of the Constitution of the State
of Delaware and reported judicial decisions interpreting such General
Corporation Law and Constitution, and we do not express any opinion herein
concerning any other laws.
Based on the foregoing, it is our opinion that the 400,000 shares of
Common Stock covered by the Registration Statement and to be issued pursuant to
the LTIP, when issued in accordance with the terms and conditions of the LTIP,
will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
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Laura G. Thatcher, Partner
