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EXHIBIT 5.1
XXXX AND XXXX LLP
Counsellors At Law
00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
TEL 000-000-0000 * FAX 000-000-0000
August 29, 0000
Xxxxxxx Xxxxxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Nonstatutory Stock Option Agreement, dated August 30, 2000,
between Caminus Corporation and Xxxx X. Xxxxxx and
Nonstatutory Stock Option Agreement, dated August 30, 2000,
between Caminus Corporation and Xxxxx X. Xxxxxx
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to an aggregate of 210,000 shares of
Common Stock, $0.01 par value per share (the "Shares"), of Caminus
Corporation, a Delaware corporation (the "Company"), issuable under the
Nonstatutory Stock Option Agreement, dated August 30, 2000, between the
Company and Xxxx X. Xxxxxx and the Nonstatutory Stock Option Agreement, dated
August 30, 2000, between the Company and Xxxxx X. Xxxxxx (collectively, the
"Agreements").
We have examined the Certificate of Incorporation and By-Laws of the
Company, each as amended to date, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other
documents relating to the Company as we have deemed material for the purposes
of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as copies, the authenticity of the originals of such latter
documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the
offer and sale of the Shares in accordance with the Agreements, to register
and qualify the Shares for sale under all applicable state securities or "blue
sky" laws.
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We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of The Commonwealth of Massachusetts,
the General Corporation Law of the State of Delaware and the federal laws of
the United States of America.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized for issuance and, when the Shares are
issued and paid for in accordance with the terms and conditions of the
respective Agreements, the Shares will be validly issued, fully paid and
nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ XXXX AND XXXX LLP
XXXX AND XXXX LLP
