Vertrue Inc – ‘S-3’ on 4/27/99 – EX-5.1

As of:  Tuesday, 4/27/99   ·   Accession #:  950123-99-3744   ·   File #:  333-77077

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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     73K 
 2: EX-5.1      Opinion of George W.M. Thomas                          1      8K 
 3: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      5K 

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

EX-5.1
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 Exhibit 5.1

April 27, 1999

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

        Re:  Shares of Common Stock of MemberWorks, Inc. To Be Resold Pursuant
    to Registration Statement on Form S-3 (No. 333-[      ])

Gentlemen:                                                                      

I have acted as general counsel to Memberworks, Inc. (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 
(No. 333-[ ]) relating to the offering for resale of up to 41,666 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

                           George W. M. Thomas
                       General Counsel

II-6

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3’ Filing		Date		Other Filings
Filed on:		4/27/99		8-K
				List all Filings