Eclipsys Corp – ‘S-4’ on 12/4/98 – EX-5.1

As of:  Friday, 12/4/98   ·   Accession #:  950133-98-4050   ·   File #:  333-68353

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Form S-4 Registration Statement Eclipsys Corp.       278   1.49M 
 2: EX-5.1      Opinion of Hale and Dorr LLP                           2     13K 
 3: EX-8.1      Opinion of Hale and Dorr LLP as to Tax Matters         4     15K 
 4: EX-8.2      Form of Opinion of Foley, Hoag & Eliot LLP             3     14K 
 5: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      7K 
 6: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1      7K 
 7: EX-23.3     Consent of Kpmg Peat Marwick LLP                       1      8K 
 8: EX-23.4     Consent of Pricewaterhousecoopers LLP                  1      8K 
 9: EX-23.5     Consent of Ernst & Young LLP                           1      7K 
10: EX-99.3     Form of Proxy Card for Eclipsys Corp.                  2±    12K 
11: EX-99.4     Form of Proxy Card for Transition Systems, Inc.        2     12K 
12: EX-99.5     Consent of Bt Alex. Brown Incorporated                 1      8K 
13: EX-99.6     Consent of Morgan Stanley & Co.                        1      8K 
14: EX-99.7     Consent of Robert F. Raco                              1      7K 
15: EX-99.8     Consent of Patrick T. Hackett                          1      7K 

EX-5.1   —   Opinion of Hale and Dorr LLP

EX-5.1
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                                                                     Exhibit 5.1

[HALE AND DORR LETTERHEAD]

                                                                December 3, 1998

Eclipsys Corporation                                                            
777 East Atlantic Avenue                                                        
Suite 200                                                                       
Delray Beach, FL 33483                                                          

Re: Registration Statement on Form S-4

Ladies and Gentlemen:                                                           

This opinion is furnished to you in connection with a Registration    
Statement on Form S-4 (the "Registration Statement") filed with the Securities  
and Exchange Commission (the "Commission") under the Securities Act of 1933, as 
amended (the "Securities Act"), for the registration of up to 11,107,534 shares 
of Common Stock, $.01 par value per share (the "Shares"), of Eclipsys           
Corporation, a Delaware corporation (the "Company"), issuable pursuant to the   
Agreement and Plan of Merger by and among the Company, Exercise Acquisition     
Corp., a Massachusetts corporation (the "Transitory Subsidiary") and Transition 
Systems, Inc., a Massachusetts corporation ("TSI") dated as of October 29, 1998 
(the "Merger Agreement").                                                       

     We are acting as counsel for the Company in connection with the issuance by
the Company of the Shares. We have examined signed copies of the Registration   
Statement as filed with the Commission. We have also examined and relied upon   
the Merger Agreement, minutes of meetings of the Board of Directors of the      
Company as provided to us by the Company, record books of the Company as        
provided to us by the Company, the Third Amended and Restated Certificate of    
Incorporation and the Amended and Restated By-Laws of the Company, and such     
other documents as we have deemed necessary for purposes of rendering the       
opinions hereinafter set forth.                                                 

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 issuance
of the Shares in accordance with the Merger Agreement, to register and qualify  
the Shares for sale under all applicable state securities or "blue sky" laws.   

  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 Delaware    
General Corporation Law statute and the federal laws of the United States of    
America. To the extent that any other laws govern the matters as to which we are
opining herein, we have assumed that such laws are identical to the state laws  
of the Commonwealth of Massachusetts, and we are expressing no opinion herein as
to whether such assumption is reasonable or correct.                            

 Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued by the Company have been duly authorized for issuance and,  
when such Shares are issued in accordance with the terms and conditions of the  
Merger Agreement, such Shares will be validly issued, fully paid and            
nonassessable.                                                                  

  It is understood that this opinion is to be used only in connection with
the issuance 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. This opinion 
is based upon currently existing statutes, rules,                               

EX-5.1
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regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual     
developments which might affect any matters or opinions set forth herein.       

   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 the Regulation S-K under the Securities Act and to the use of 
our name therein and in the related Prospectus under the caption "Legal         
Matters." 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/ Hale and Dorr LLP
                     HALE AND DORR LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		12/4/98
		12/3/98		1
		10/29/98		1					8-K
									List all Filings