EXHIBIT 5.1
Computer Generated Solutions, Inc.
1675 Broadway
New York, New York 10019
Re: Computer Generated Solutions, Inc.
Initial Public Offering of Common Stock
----------------------------------------
Ladies And Gentlemen:
We have acted as special counsel to Computer Generated Solutions, Inc., a
company organized under the laws of the State of Delaware (the "Company"), in
-------
connection with the issuance and sale by the Company of up to 3,431,000 shares
of Common Stock, par value $0.001 per share (the "Shares"), of the Company
------
(which includes up to 531,000 Shares that may be purchased by the underwriters
solely for the purpose of covering over-allotments) (the "Company Shares") and
as special counsel to Philip Friedman and Victor Friedman (the "Selling
-------
Stockholders"), in connection with the sale by the Selling Stockholders of
- ------------
640,000 Shares (the "Selling Stockholder Shares"), all of the foregoing upon
the terms and conditions of a public offering described in a Registration
Statement on Form S-1 filed with the Securities and Exchange Commission (the
"Registration Statement"). Capitalized terms used herein but not defined
herein shall have the meanings set forth in the Registration Statement. We
have examined originals, or copies certified to our satisfaction, of such
records, agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers and representatives of
the Company and the Selling Stockholders, and have made such other and further
investigations, as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth. In addition, we have relied as to matters of
fact upon certificates of officers of the Company and of the Selling
Stockholders.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
-2-
March 3, 1997
We are members of the Bar of the State of New York and we do not express
any opinion herein concerning any law other than the law of the State of New
York, the Federal law of the United States and the General Corporation Law of
the State of Delaware.
Based upon the foregoing, we are of the opinion that (i) the Company
Shares will be validly issued, fully paid and nonassessable Shares when issued
and sold by the Company and paid for by the Underwriters, all in the manner
contemplated in the Registration Statement, and (ii) the Selling Stockholder
Shares will be validly issued, fully paid and nonassessable Shares when sold by
the Selling Stockholders and paid for by the Underwriters, all in the manner
contemplated in the Registration Statement.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference of our firm under the caption
"Legal Matters" in the Prospectus filed as a part thereof.
Very truly yours,
Chadbourne & Parke LLP