Exhibit 5.1





October 31, 2001

Private Business, Inc.
9010 Overlook Boulevard
Brentwood, Tennessee 37027

Ladies and Gentlemen:

         We have acted as special counsel to Private Business, Inc. (the
"Company") in connection with the registration on Form S-8 (the "Registration
Statement") being filed with the Securities and Exchange Commission (the
"Commission") on the date hereof for the purpose of registering under the
Securities Act of 1933, as amended (the "Securities Act"), 993,196 shares (the
"Shares") of common stock, no par value, of the Company (the "Common Shares")
which may be issued pursuant to the exercise of options outstanding under the
Towne Services, Inc. 1996 Stock Option Plan, Towne Services, Inc. 1998 Stock
Option Plan, Towne Services, Inc. Amended and Restated Director Stock Option
Plan, and certain Non-Qualified Options (collectively, the "Plans"). 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 issued in compliance with
the Plans and 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. In rendering the
opinion set forth herein, we have relied



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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,


                                  HARWELL HOWARD HYNE
                                  GABBERT & MANNER, P.C.


                                  /s/ Harwell Howard Hyne Gabbert & Manner, P.C.




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