Exhibit 5.1
July 30, 1999
Warburg, Xxxxxx Investors, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
Reference is made to the Series B Preferred Stock Purchase Agreement,
dated as of even date herewith, (the "Stock Purchase Agreement"), complete with
all listed exhibits thereto, by and between IA Corporation I, a Delaware
corporation (the "Company"), and Warburg, Xxxxxx Investors, L.P., a Delaware
limited partnership ("Investor"), which provides for the issuance by the Company
to the Investor of 400 shares of the Company's Series B Preferred Stock (the
"Shares"). This opinion is furnished to you pursuant to Section 6.3 of the Stock
Purchase Agreement. Unless otherwise defined herein, the capitalized terms used
in this opinion have the meaning given to them in the Stock Purchase Agreement.
We have acted as counsel for the Company in connection with the
negotiation of the Stock Purchase Agreement and issuance of the Shares. As such
counsel, we have made such legal and factual examinations and inquiries as we
have deemed advisable or necessary for the purposes of rendering this opinion.
In addition, we have examined originals or copies of documents, corporate
records and other writings that we consider relevant for the purposes of this
opinion. In such examination, we have assumed the genuineness of all signatures
on original documents, the conformity to original documents of all copies
submitted to us and the due execution and delivery of all documents by any party
other than the Company where due execution and delivery are a prerequisite to
the effectiveness thereof.
As used in this opinion, the expression "to our knowledge" or "known to
us" with reference to matters of fact means that, after an examination of
documents made available to us by the Company and after inquiries of officers of
the Company but without any further independent factual investigation, we find
no reason to believe that the opinions expressed herein are factually incorrect.
Further, the expression "to our knowledge" with reference to matters of fact
refers to the current actual knowledge of the attorneys of this firm who have
worked on matters for the Company solely in connection with the Stock Purchase
Agreement and the transactions contemplated thereby. Except to the extent
expressly set forth herein or as we otherwise believe to be necessary to our
opinion, we have not undertaken any independent investigation to determine the
existence or absence of any fact, and no inference as to our knowledge of the
existence or absence of any fact should be drawn from our representation of the
Company or the rendering of the opinion set forth below.
For purposes of this opinion, we are assuming that you have all
requisite power and authority, and have taken any and all necessary partnership
(or other) action, to execute and deliver the Stock Purchase Agreement and we
assume that the representations and warranties made by you in the Stock Purchase
Agreement and pursuant thereto are true and correct. We also assume that you
have purchased the Shares for value, in good faith and without notice of any
adverse claims within the meaning of the California Uniform Commercial Code.
The opinions hereinafter expressed are subject to the following
qualifications:
A. We express no opinion as to the effect of rules of law governing
specific performance, injunctive relief or other equitable remedies (regardless
of whether any such remedy is considered in a proceeding at law or in equity).
Warburg, Xxxxxx Investors, L.P.
July 30, 1999
Page 2
B. We express no opinion as to the effect of applicable bankruptcy,
insolvency, reorganization, moratorium and other similar federal or state laws
affecting the rights of creditors generally.
C. We express no opinion as to compliance or non-compliance with the
anti-fraud provisions of state and federal laws, rules and regulations
concerning the issuance of securities.
D. We express no opinion as to the enforceability of the
indemnification provisions of Section 4.6 of the Stock Purchase Agreement to the
extent the provisions thereof may be subject to limitations of public policy and
the effect of applicable statutes and judicial decisions.
E. We are members of the Bar of the State of California and we are not
expressing any opinion as to any matter relating to laws of any jurisdiction
other than the federal laws of the United States of America, the laws of the
State of California and the general corporate laws of the State of Delaware. In
particular, we express no opinion as to the state securities or blue sky laws of
any state other than California. As you are aware, we are not licensed to
practice law in the State of Delaware, and our opinions as to the general
corporate laws of the State of Delaware are based solely upon review of standard
compilations of the Delaware General Corporation Law and without reference to
its conflicts of law rules.
F. In rendering the opinion set forth in paragraph 1 below as to the
qualification and good standing of the Company in Delaware, we have relied
exclusively on a certificate of the Delaware Secretary of State.
Based upon and subject to the foregoing, and as except as set forth in
the Reorganization Agreement, we are of the opinion that:
1. Organization and Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.
2. Corporate Power. The Company has full corporate power and
authority to own or lease its properties and conduct its business as currently
conducted.
3. Valid Issuance; Authority. The Shares, when issued and sold
to the Investor as provided in the Stock Purchase Agreement, and the Class B
Common Stock issuable upon conversion of the Shares and the Common Stock
issuable upon exchange of the Class B Common Stock when issued pursuant to the
Amended and Restated Certificate of Incorporation and the Certificate of
Designation will be duly and validly issued, fully paid and nonassessable. The
execution and delivery of the Stock Purchase Agreement by the Company, and the
consummation by the Company of the transactions contemplated thereby have been
duly authorized by all necessary action on the part of the Company and, no other
proceedings are necessary to authorize the Stock Purchase Agreement or to
consummate the transactions contemplated thereby. The Stock Purchase Agreement
has been duly executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as may be limited by (i) applicable
bankruptcy, insolvency, reorganization or other laws of general application
relating to or affecting the enforcement of creditors rights generally, and (ii)
the effect of rules of law governing the availability of equitable remedies.
4. No Conflict. The execution and delivery of the Stock Purchase
Agreement by the Company does not, and the consummation of the transactions
contemplated hereby will not, conflict with, or result in
Warburg, Xxxxxx Investors, L.P.
July 30, 1999
Page 3
any violation of, or default under (with or without notice or lapse of time, or
both), or give rise to a right of termination, cancellation, modification or
acceleration of any obligation under any provision of the Amended and Restated
Certificate of Incorporation, the Certificate of Designation and Bylaws of the
Company.
5. Capitalization. Immediately prior to the Closing, the authorized
capital stock of the Company will consist of 40,000,000 shares of authorized
Common Stock, $.01 par value, of which 5,000,000 are designated Class B Common,
and 5,000,000 shares of Preferred Stock, $.001 par value, 400 of which are
designated Series B Preferred Stock (collectively, the "Company Capital Stock").
This opinion is solely for your benefit in connection with the purchase
of the Shares, and may not to be relied upon by any other person or for any
other purpose without our express prior written consent.
Very truly yours,
/S/ XXXXXX XXXXXXX XXXXXXXX & XXXXXX
Professional Corporation
