Vertrue Inc – ‘S-3’ on 12/3/03 – EX-5

On:  Wednesday, 12/3/03, at 1:44pm ET   ·   Accession #:  1157523-3-7052   ·   File #:  333-110885

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Memberworks S-3                                       54    255K 
 2: EX-5        Exhibit 5.1                                            2     11K 
 3: EX-12       Exhibit 12.1                                           1      8K 
 4: EX-23       Exhibit 23.1                                           1      5K 
 5: EX-25       Exhibit 25.1                                          39    140K 

EX-5   —   Exhibit 5.1

EX-5
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                                                                     Exhibit 5.1

 [LETTERHEAD OF SHEARMAN & STERLING LLP]

December 2, 2003

MemberWorks Incorporated                                                        
680 Washington Boulevard, Suite 1100                                            
Stamford, CT 06901                                                              

MemberWorks Incorporated
Registration Statement on Form S-3
Relating to $90,000,000 5.50% Convertible Senior Subordinated Notes Due 2010
 and 2,229,651 Shares of Common Stock Issuable Upon Conversion Thereof

Ladies and Gentlemen:                                                           

         This opinion is furnished to you in connection with a
registration statement on Form S-3 (the "Registration Statement"), filed with   
the Securities and Exchange Commission (the "Commission") under the Securities  
Act of 1933, as amended, for the registration of $90,000,000 aggregate principal
amount of 5.50% Convertible Senior Subordinated Notes due 2010 (the "Notes") of 
MemberWorks Incorporated, a Delaware corporation (the "Company"), and 2,229,651 
shares of common stock of the Company, par value $.0.01 per share (the          
"Shares"), issuable upon conversion of the Notes. The Notes and the Shares are  
being registered on behalf of the holders of the Notes.                         

               We have acted as counsel for the Company in connection with
the preparation and filing of the Registration Statement. In our capacity as    
counsel to the Company, we have examined and relied upon the information set    
forth in the Registration Statement, the Indenture dated as of September 30,    
2003 (the "Indenture"), as amended, between the Company and Deutsche Bank Trust 
Company Americas, as trustee (the "Trustee"), a specimen of the Notes and the   
originals, or copies identified to our satisfaction, of such corporate records  
of the Company, certificates of public officials, officers of the Company and   
other persons, and such other documents, agreements and instruments as we have  
deemed necessary as a basis for the opinion hereinafter expressed. In our       
examinations, we have assumed the legal capacity of all natural persons, the    
genuineness of all signatures, the authenticity of all documents submitted to us
as                                                                              

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originals and the conformity with the originals of all documents submitted to us
as copies.                                                                      

              Our opinions set forth below are limited to the law of the
State of New York, the General Corporation Law of the State of Delaware and the 
federal laws of the United States, and we do not express any opinion herein     
concerning any other laws.                                                      

                  Based upon and subject to the foregoing, we are of the opinion
that:                                                                           

         (i) The Notes have been duly authorized, executed and
delivered by the Company and, assuming the Notes have been duly authenticated by
the Trustee in accordance with the provisions of the Indenture, constitute      
legal, valid and binding obligations of the Company, enforceable against the    
Company in accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws      
relating to fraudulent transfers), reorganization, moratorium or other similar  
laws relating to or affecting enforcement of creditors' rights generally, and   
except as the enforcement thereof is subject to general principles of equity    
(regardless of whether enforcement is considered in a proceeding in equity or at
law).                                                                           

             (ii) The Shares initially issuable upon conversion of the
Notes have been duly and validly authorized and reserved for issuance upon such 
conversion by all necessary corporate action, and such Shares, when issued upon 
conversion of the Notes in accordance with the terms of the Indenture, will be  
duly and validly issued and fully paid and non-assessable.                      

               We understand that this opinion is to be used in connection
with the Registration Statement. We hereby consent to the filing of this opinion
as part of the Registration Statement and to the use of our name therein and in 
the related prospectus under the caption "Legal Matters."                       

                               Very truly yours,

                                         /S/ Shearman & Sterling LLP
                                         ---------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		12/3/03							4
		12/2/03		1
		9/30/03		1					10-Q,  8-K,  DEF 14A
									List all Filings