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Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 S. High Street
Columbus, Ohio 43215
Telephone: (614) 227-2000
Facsimile: (614) 227-2100
November 22, 2000
CheckFree Corporation
4411 East Jones Bridge Road
Norcross, Georgia 30092
Gentlemen:
With respect to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by CheckFree Corporation (the "Company")
under the Securities Act of 1933, as amended, relating to the registration of
15,917,250 shares of the Company's common stock, $.01 par value (the "Shares"),
we advise you as follows:
We are counsel for the Company and have participated in the preparation
of the Registration Statement. We have reviewed the Company's Restated
Certificate of Incorporation, as amended to date, the corporate action taken to
date in connection with the Registration Statement and the issuance and sale of
the Shares, and such other documents and authorities as we deem relevant for the
purpose of this opinion.
Based upon the foregoing, we are of the opinion that, upon compliance
with the Securities Act of 1933, as amended, and with the securities or "blue
sky" laws of the states in which the Shares are to be offered for sale, the
Shares will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP
