Exhibit 5.1
[Letterhead]
October 26, 2000
Luminant Worldwide Corporation
13737 Noel Road, Suite 1400
Dallas, Texas 75240-7367
Re: LUMINANT WORLDWIDE CORPORATION REGISTRATION STATEMENT ON FORM S-3
Dear Ladies and Gentlemen:
We have acted as counsel to Luminant Worldwide Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 described herein (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended. The Registration Statement relates to the
registration of the shares of common stock of the Company, par value $0.01
per share, (1) issuable upon conversion or exercise of the convertible
debentures and warrants sold by the Company pursuant to the Convertible
Debenture Purchase Agreement dated September 21, 2000 (the "Purchase
Agreement") by and among the Company, Montrose Investments Ltd., Strong River
Investments, Inc. and James R. Corey (the "Conversion Shares"), (2) sold to
Commonwealth Principals II, LLC in August 1998 and to Guillermo G. Marmol in
September 1998 (the "Founder Shares"), and (3) issued in connection with the
Company's acquisition of certain businesses pursuant to the following
acquisition agreements:
- the Agreement and Plan of Organization by and among the Company,
Multimedia Acquisition LLC, Multimedia Resources, LLC, and Henry
Heilbrunn, Lynn J. Branigan and Norman L. Dawley, dated June 2, 1999;
- the Agreement and Plan of Organization by and among the Company, RSI
Acquisition Corp., RSI Group, Inc., Resource Solutions International,
LLC, and Charles Harrison, Carolyn Brown and Bruce D. Grant, dated
June 1 1999;
- the Agreement and Plan of Organization by and among the Company,
Interactive Acquisition Corp., Interactives, Inc. and The Stockholders
Named Therein, dated June 1, 1999;
- the Agreement and Plan of Organization by and among the Company, Free
Range Media Acquisition Corp., Free Range Media, Inc. and John C.
Dimmer, John B. Dimmer, Andrew L. Fry, dated June 2, 1999;
- the Agreement and Plan of Organization by and among the Company, Icon
Acquisition Corp., and Integrated Consulting, Inc., d/b/a i.con
interactive, and Calvin W. Carter, Elliot W. Hawkes and David Todd
McGee, dated June 2, 1999;
Luminant Worldwide Corporation
October 26, 2000
Page 2
- the Agreement and Plan of Organization by and among the Company,
Align Solutions Acquisition Corp., Align Solutions Corp., and the
Stockholders named herein, dated June 1, 1999;
- the Agreement and Plan of Organization by and among the Company,
Potomac Partners Acquisition LLC, Potomac Partners Management
Consulting, LLC and Simon J. Blanks, James R. Corey, Robert J.
Kacergis, Brian D. Methvin, Paul Wedeking, Donald S. Perkins, Ellen R.
Marram, John M. Richman, Thomas Puglisi, Michael Smith, dated
June 1, 1999;
- the Contribution Agreement by and between the Company and Young &
Rubicam Inc., dated June 7, 1999; and
- the Asset Purchase Agreement among Interactive8, Inc., the Company,
New York Consulting Partners, LLC and the members of New York
Consulting Partners, LLC, dated May 31, 2000.
(the "Contribution Shares" and together with the Conversion shares and the
Founder Shares, the "Shares").
For the purposes of this opinion, we have examined and relied upon such
documents, records, certificates and other instruments as we have deemed
necessary, including without limitation:
- the 6% Convertible Debenture issued by the Company in the principal
amount of $10,000,000 due September 21, 2003, the 6% Convertible
Debenture issued by the Company in the principal amount of $5,000,000
due September 21, 2003 and the 6% Convertible Debenture issued by the
Company in the principal amount of $2,000,000 due September 21, 2003
(collectively, the "Debentures"); and
- the Common Stock Purchase Warrant issued by the Company to Montrose
Investments Ltd. dated October 25, 2000, the Common Stock Purchase
Warrant issued by the Company to Strong River Investments, Inc. dated
October 25, 2000 and the Common Stock Purchase Warrant issued by the
Company to James R. Corey dated October 25, 2000 (collectively, the
"Warrants").
Based solely upon the foregoing, and upon our examination of such
questions of law and statutes as we have considered necessary or appropriate,
and subject to the assumptions, qualifications, limitations and exceptions
set forth herein, we are of the opinion that (i) the Shares have been
lawfully and duly authorized, (ii) the Founder Shares and Contribution Shares
have been validly issued and are fully paid and nonassessable, and (iii) the
Conversion Shares, if and when issued in accordance with the provisions set
forth in the Purchase Agreement, the Debentures and the Warrants, as
applicable, will be validly issued, fully paid and nonassessable.
This opinion is limited to the laws of the United States and the
general corporate law of Delaware. We assume no obligation to advise you of
any changes in the foregoing subsequent to the delivery of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement
Luminant Worldwide Corporation
October 26, 2000
Page 3
and to the use of our name therein under the caption "Legal Matters."
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ John B. Watkins
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John B. Watkins, a partner