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                                                                       EXHIBIT 5


              OPINION OF HARWELL HOWARD HYNE GABBERT & MANNER, P.C.

July 18, 2001

Celeris Corporation
1801 West End Avenue
Suite 750
Nashville, Tennessee 37203


Ladies and Gentlemen:

         We have acted as special counsel to Celeris Corporation (the "Company")
in connection with the first amendment of the Celeris Corporation Employee Stock
Purchase Plan pursuant to a registration statement on Form S-8, as filed with
the Securities and Exchange Commission (the "Registration Statement"). This firm
hereby consents to the filing of this opinion as an exhibit to the Registration
Statement and with agencies of such states and other jurisdictions as may be
necessary in the course of complying with the laws of such states and
jurisdictions regarding the offering and sale of the stock in accordance with
the Registration Statement.

         This Opinion Letter is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "ACCORD") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, assumptions, exceptions, definitions, limitations on coverage
and other limitations, all as more particularly described in the Accord, and
this Opinion Letter should be read in conjunction therewith.

         We have examined originals, or certified or photostatic copies of such
statutes, records, regulations, certificates of the officers of the Company and
of public officials, and such other information as we have deemed necessary for
purposes of rendering this opinion.

         In stating our opinion, we have assumed: (i) that all signatures are
genuine, all documents submitted to us as originals are authentic, and all
documents submitted to us as copies conform to authentic original documents; and
(ii) that the parties to such documents have the legal right and power under all
applicable laws, regulations and agreements to enter into, execute, deliver and
perform their respective obligations thereunder.

         On the basis of such review, but subject to the limitations expressed
herein, we are of the opinion, as of the date hereof, that the securities being
registered by the Registration Statement will, when sold as contemplated under
the Registration Statement, be legally issued, fully paid and non-assessable.

         Our opinion herein is limited solely to the laws of the United States
of America and the corporate law of the State of Tennessee. We have assumed for
purposes of this opinion that the laws of the State of Minnesota are identical
to the internal laws of the State of Tennessee. Pursuant to Section 21 of the
Accord, Section 5 of the Accord is excluded for purposes of applying the Accord
to the assumption made in the immediately preceding sentence. In rendering the
opinion set forth herein, we have relied upon the documents referenced above and
have made no independent verification or investigation of factual matters
pertaining thereto or to the Company.


                                    Very truly yours,


                                    /s/ Harwell Howard Hyne
                                        Gabbert & Manner, P.C.
                                    --------------------------------------------
                                    HARWELL HOWARD HYNE
                                    GABBERT & MANNER, P.C.