EXHIBIT 5.1
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
DALLAS One First National Plaza WASHINGTON, D.C.
------ Chicago, Illinois 60603 ------
LOS ANGELES Telephone 000 000 0000 LONDON
------ Facsimile 000 000 0000 ------
NEW YORK SINGAPORE
Founded 1866 ------
TOKYO
October 28, 1996
Donnelley Enterprise Solutions Incorporated
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (File No. 333-10127)
(the "Registration Statement") filed by Donnelley Enterprise Solutions
Incorporated, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), on August 14, 1996, as amended by: Amendment No.
1 filed with the Commission on September 30, 1996; Amendment No. 2 filed with
the Commission on October 11, 1996; and Amendment No. 3 being filed with the
Commission on the date hereof (collectively, and as the same may be further
amended, the "Registration Statement"), relating to the registration of
2,990,000 shares of Common Stock, $.01 par value (the "Shares"), of the Company,
consisting of 1,855,000 Shares (the "Primary Shares") to be issued and sold by
the Company and 745,000 Shares (the "Secondary Shares") to be sold by X. X.
Xxxxxxxxx & Sons Company, a Delaware corporation and the current sole
stockholder of the Company (the "Selling Stockholder).
We are familiar with the proceedings to date with respect to the proposed
sale of the Shares contemplated by the Registration Statement and have examined
such records, documents and questions of law, and satisfied ourselves as to such
matters of fact, as we have considered relevant and necessary as a basis for
this opinion.
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SIDLEY & AUSTIN CHICAGO
Donnelley Enterprise Solutions Incorporated
October 28, 1996
Page 2
Based on the foregoing, we are of the opinion that the Secondary Shares are
legally issued, fully paid and nonassessable; and the Primary Shares will be
legally issued, fully paid and nonassessable when (i) the Registration
Statement, as finally amended, shall have become effective under the Securities
Act; (ii) the Company's Board of Directors or a duly authorized committee
thereof shall have duly adopted final resolutions authorizing the issuance and
sale of the Primary Shares as contemplated by the Registration Statement; and
(iii) certificates representing the Primary Shares shall have been duly
executed, countersigned and registered and duly delivered to the purchasers
thereof against payment of the agreed consideration therefor.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states or the District of Columbia to the sale of
the Shares, as contemplated by the Registration Statement.
This opinion is limited to the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our Firm included in or made a
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons for whom consent is required by
Section 7 of the Securities Act or the related rules promulgated by the
Commission thereunder.
Very truly yours,
/s/ Sidley & Austin
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