Vertrue Inc – ‘S-3’ on 10/27/00 – EX-5.1

On:  Friday, 10/27/00, at 1:33pm ET   ·   Accession #:  950123-0-9787   ·   File #:  333-48762

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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 Incorporated                              19     87K 
 2: EX-5.1      Opinion of George W.M. Thomas                          1      8K 
 3: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1      5K 

EX-5.1   —   Opinion of George W.M. Thomas
Exhibit Table of Contents

EX-5.1
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[Opinion of George W. M. Thomas]

October 27, 2000

Board of Directors                                                              
MemberWorks Incorporated                                                        
9 West Broad Street                                                             
Stamford, Connecticut  06902                                                    

   Re:      Shares of Common Stock of MemberWorks Incorporated To Be
         Resold Pursuant To Registration Statement on Form S-3

Gentlemen:                                                                      

  I have acted as general counsel to MemberWorks Incorporated (the
"Company") in connection with the Company's filing pursuant to the Securities   
Act of 1933, as amended, of a registration statement (the "Registration         
Statement") on Form S-3 relating to the offering for resale of up to 425,232    
shares of the Company's common stock, par value $0.01 per share (the "Common    
Stock"), by certain persons named in the Registration Statement. You have       
requested my opinion as to certain matters with respect to the Common Stock.    

      I have examined such corporate records of the Company, including its
Restated Certificate of Incorporation, its Bylaws, and resolutions of the       
Company's board of directors (the "Board of Directors"), as well as such other  
documents as I deemed necessary for rendering the opinion hereinafter expressed.

    On the basis of the foregoing, I am of the opinion that the Common
Stock has been duly authorized by the Board of Directors and is validly issued, 
fully paid, and nonassessable.                                                  

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name therein.                       

      Sincerely yours,

             /s/ George W. M. Thomas
                               Senior Vice President and General Counsel

Dates Referenced Herein

This ‘S-3’ Filing		Date		Other Filings
Filed on:		10/27/00		None on these Dates
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