EXHIBIT 5.1
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777 Telex: 54-2996
June 19, 1998
LHS Group Inc.
Six Concourse Parkway
Suite 2700
Atlanta, Georgia 30328
Re: Form S-8 Registration Statement --
LHS Group Inc. 1998 Employee Stock Purchase Plan and
LHS Group Inc. Amended and Restated Stock Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for LHS Group Inc., a Delaware corporation (the
"Corporation"), in connection with the referenced Registration Statement on Form
S-8 (the "Registration Statement") being filed by the Corporation with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and covering 8,500,000 shares of the Corporation's common
stock, $0.01 par value ("Common Stock"), that may be issued pursuant to (i) the
LHS Group Inc. 1998 Employee Stock Purchase Plan and (ii) the LHS Group Inc.
Amended and Restated Stock Incentive Plan (collectively, the "Plans"). This
Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K.
In the capacity described above, we have considered such matters of law and of
fact, including the examination of originals or copies, certified or otherwise
identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth. The
opinions set forth herein are limited to the laws of the State of Delaware.
Based upon the foregoing, it is our opinion that the 8,500,000 shares of
Common Stock covered by the Registration Statement and to be issued pursuant to
the Plans, when issued in accordance with the terms and conditions of the Plans,
will be legally and validly issued, fully paid and nonassessable.
The Opinion expressed herein is limited to the laws of the State of Delaware
as codified in the General Corporation Law of the State of Delaware. This
Opinion Letter is provided to you for your benefit and for the benefit of the
Commission, in each case, solely with regard to the Registration Statement, may
be relied upon by you and the Commission only in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
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Partner
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