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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/16/03 GXS International, Inc. S-4 46:7.2M Bowne - DC/FA Global Exchange Services Holding Inc Global Exchange Services Inc GXS Corp |
Document/Exhibit Description Pages Size 1: S-4 Gxs Corporation Form S-4 HTML 2.38M 2: EX-3.1 Certificate of Incorporation HTML 29K 3: EX-3.2 By-Laws of Gsx Corporation HTML 75K 4: EX-3.3 Certificate of Incorporation HTML 44K 5: EX-3.4 By-Laws of Global Exchange Services, Inc. HTML 38K 6: EX-3.5 Certificate of Incorporation HTML 32K 7: EX-3.6 By-Laws of Global Exchange Services Holdings, Inc. HTML 44K 8: EX-3.7 Certificate of Incorporation HTML 32K 9: EX-3.8 By-Laws of Gsx International, Inc. HTML 45K 10: EX-4.1 Indenture HTML 598K 11: EX-4.2 Registration Rights Agreement HTML 150K 12: EX-4.5 Indenture HTML 638K 13: EX-4.6 Registration Rights Agreement HTML 104K 14: EX-4.9 Intercreditor Agreement HTML 121K 15: EX-5.1 Legal Opinion HTML 17K 16: EX-10.1 Employment Agreement HTML 58K 25: EX-10.10 Stock Incentive Plan HTML 80K 26: EX-10.11 Investment and Savings Plan HTML 355K 27: EX-10.12 Loan and Security Agreement HTML 560K 28: EX-10.13 General Continuing Guaranty HTML 62K 29: EX-10.14 Open-End Mortgage, Security Agreement HTML 69K 30: EX-10.15 Open-End Mortgage, Security Agreement HTML 80K 31: EX-10.16 Recapitalization Agreement HTML 318K 32: EX-10.17 Services Agreement HTML 115K 33: EX-10.18 Intellectual Property Agreement and License HTML 35K 34: EX-10.19 Ge Monogram License HTML 43K 17: EX-10.2 Employment Agreement HTML 57K 35: EX-10.20 Tax Matters Agreement HTML 51K 36: EX-10.21 Asset Purchase Agreement HTML 189K 18: EX-10.3 Employment Agreement HTML 57K 19: EX-10.4 Employment Agreement HTML 57K 20: EX-10.5 Employment Agreement HTML 57K 21: EX-10.6 Employment Agreement HTML 57K 22: EX-10.7 Employment Agreement HTML 58K 23: EX-10.8 Employment Agreement HTML 57K 24: EX-10.9 Employment Agreement HTML 52K 37: EX-12 Statement Re. Computation of Ratios HTML 56K 38: EX-21.1 Subsidiaries HTML 22K 39: EX-23.1 Consent of Kpmg LLP HTML 14K 40: EX-23.2 Kpmg Consent HTML 14K 41: EX-24.1 Power of Attorney HTML 25K 42: EX-25.1 Statement of Eligibility HTML 59K 43: EX-99.1 Letter of Transmittal HTML 90K 44: EX-99.2 Notice of Guaranteed Delivery HTML 27K 45: EX-99.3 Letter of Depository Trust Participants HTML 18K 46: EX-99.4 Letter Regarding Exchange Offer HTML 22K
| exv5w1 |
EXHIBIT 5.1
Form of Legal Opinion
[Jones
Day Letterhead]
[______], 2003
GXS Corporation
100 Edison Park Drive
Gaithersburg, Maryland 20878
Re: $105,000,000 Senior Secured Floating Rate Notes Due 2008
Ladies and Gentlemen:
We are acting as counsel to GXS Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance and exchange (the “Exchange Offer”) of up to $105,000,000 aggregate principal amount of the Company’s Senior Secured Floating Rate Notes due 2008, registered under the Securities Act of 1933 (the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Guarantees” and, together with the Exchange Notes, the “Securities”) by each of the following subsidiaries of the Company: Global eXchange Services, Inc., Global eXchange Services Holdings, Inc., and GXS International, Inc., each of which is a Delaware corporation (collectively, the “Guarantors”), for an equal principal amount of the Company’s outstanding Senior Secured Floating Rate Notes due 2008 (the “Private Notes”) and the guarantees of the Private Notes by the Guarantors (together with the Private Notes, the “Original Securities”). The Original Securities have been, and the Securities will be, issued pursuant to an Indenture, dated as of March 21, 2003 (the “Indenture”), by and among the Company, the Guarantors and Wells Fargo Bank Minnesota, National Association as Trustee (the “Trustee”).
In rendering this opinion, we have examined such documents and records, including an examination of originals or copies certified or otherwise identified to our satisfaction, and matters of law we have deemed necessary for purposes of this opinion.
Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that:
(1) When the Registration Statement on Form S-4 relating to the Exchange Offer becomes effective under the Securities Act of 1933, and the Exchange Notes are executed by the Company, authenticated by the Trustee in accordance with the Indenture and delivered in exchange for the Private Notes in accordance with the terms of the Exchange Offer, the Exchange Notes will be validly issued by the Company and will constitute valid and binding obligations of the Company.
(2) When the Registration Statement on Form S-4 relating to the Exchange Offer becomes effective under the Securities Act of 1933, and the Guarantees of the Exchange Notes are delivered in accordance with the terms of the Exchange Offer in exchange for the Guarantees of the Private Notes, the Guarantee of each Guarantor will be validly issued by such Guarantor and will constitute a valid and binding obligation of such Guarantor.
Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the laws of the State of New York, and the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law. We express no opinion with respect to any other law of the State of Delaware or any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 6/16/03 | None on these Dates | ||
| 3/21/03 | ||||
| List all Filings | ||||