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$32	Preview Full Doc	1999	Opinion Letter Opinion Letter (9K) Doc #109125: Click preview link for longer preview. April 15, 1999 3Dfx Interactive, Inc. 4435 Fortran Drive San Jose, California, 95134 Ladies and Gentlemen: This opinion is being delivered to you in connection with the Form S-4 Registration Statement filed with the Securities and Exchange Commission (which contains a Joint Proxy Statement/Prospectus) (the "Registration Statement") filed pursuant to the Agreement and Plan of Reorganization (the "Reorganization Agreement"), dated December 13, 1998, among 3Dfx Interactive, Inc., a California corporation ("3Dfx"), Voodoo Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of 3Dfx ("Merger Sub"), and STB Systems, Inc., a Texas corporation ("STB"). Except as otherwise provided, capitalized terms used but not defined herein shall have the meanings set forth in the Reorganization Agreement. We have acted as counsel to 3Dfx and Merger Sub in connection with the Merger. As such, and for the purpose of rendering this opinion, we have examined, and are relying upon (without any independent investigation or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (including all exhibits and schedules attached thereto): 1. The Reorganization Agreement; 2. The Form S-4 Registration Statement filed with the Securities and Exchange Commission on April 15, 1999 (which contains a Joint Proxy Statement/Prospectus); 3. Those certain tax representation letters expected to be delivered to us by 3Dfx, Merger Sub and STB containing certain representations of 3Dfx, Merger Sub and STB (the "Tax Representation Letters"); and 4. Such other instruments and documents related to the formation, organization and operation of 3Dfx, Merger Sub and STB and related to the consummation of the Merger and the other transactions contemplated by the Reorganization Agreement as we have deemed necessary or appropriate. 109125	3Dfx Interactive 3Dfx Interactive, Inc. ( Software & Programming ) As referenced in this Opinion Letter: 3DFX INTERACTIVE INC – 3DFX INTERACTIVE INC _____________ 3Dfx Interactive, Inc. – Exhibit-8.1 4 OPINION OF WILSON SONSINI GOODRICH & ROSATI 1 Exhibit 8.1 April 15, 1999 3Dfx Interactive, Inc. 4435 Fortran Drive San Jose, California, 95134 Ladies and Gentlemen: This opinion is being delivered to you in connection with the Form S-4 Registration Statement filed with the _____________ 3Dfx Interactive, Inc. – and Exchange Commission (which contains a Joint Proxy Statement/Prospectus) (the "Registration Statement") filed pursuant to the Agreement and Plan of Reorganization (the "Reorganization Agreement"), dated December 13, 1998, among 3Dfx Interactive, Inc. , a California corporation ("3Dfx"), Voodoo Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of 3Dfx ("Merger Sub"), and STB Systems, Inc., a Texas corporation ("STB"). Except _____________ 3Dfx Interactive, Inc. – Merger Sub and STB and related to the consummation of the Merger and the other transactions contemplated by the Reorganization Agreement as we have deemed necessary or appropriate. 2 3Dfx Interactive, Inc. April 15, 1999 Page 2 In connection with rendering this opinion, we have assumed (without any independent investigation or review thereof) that: 1. Original documents submitted to us (including _____________ 3Dfx Interactive, Inc. – stock solely in exchange for STB common stock in the merger, except to the extent of cash received in lieu of a fractional share of 3Dfx common stock; 3 3Dfx Interactive, Inc. April 15, 1999 Page 3 3. The aggregate tax basis of 3Dfx common stock received by STB shareholders in the merger will be the same as the aggregate tax _____________ dt 1851332 ; 3Dfx Interactive 3Dfx Interactive, Inc. ( Software & Programming ) As referenced in this Opinion Letter: 3Dfx Interactive, Inc. – Exhibit-8.1 4 OPINION OF WILSON SONSINI GOODRICH & ROSATI 1 Exhibit 8.1 April 15, 1999 3Dfx Interactive, Inc. 4435 Fortran Drive San Jose, California, 95134 Ladies and Gentlemen: This opinion is being delivered to you in connection with the Form S-4 Registration Statement filed with the _____________ 3Dfx Interactive, Inc. – and Exchange Commission (which contains a Joint Proxy Statement/Prospectus) (the "Registration Statement") filed pursuant to the Agreement and Plan of Reorganization (the "Reorganization Agreement"), dated December 13, 1998, among 3Dfx Interactive, Inc. , a California corporation ("3Dfx"), Voodoo Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of 3Dfx ("Merger Sub"), and STB Systems, Inc., a Texas corporation ("STB"). Except _____________ 3Dfx Interactive, Inc. – Merger Sub and STB and related to the consummation of the Merger and the other transactions contemplated by the Reorganization Agreement as we have deemed necessary or appropriate. 2 3Dfx Interactive, Inc. April 15, 1999 Page 2 In connection with rendering this opinion, we have assumed (without any independent investigation or review thereof) that: 1. Original documents submitted to us (including _____________ 3Dfx Interactive, Inc. – stock solely in exchange for STB common stock in the merger, except to the extent of cash received in lieu of a fractional share of 3Dfx common stock; 3 3Dfx Interactive, Inc. April 15, 1999 Page 3 3. The aggregate tax basis of 3Dfx common stock received by STB shareholders in the merger will be the same as the aggregate tax _____________ 3Dfx Interactive, Inc. – we have relied are not accurate and complete in all material respects at all relevant times, our opinion would be adversely affected and should not be relied upon. 4 3Dfx Interactive, Inc. April 15, 1999 Page 4 This opinion only represents our best judgment as to the federal income tax consequences of the Merger and is not binding on the Internal _____________ dt 1851335 ;	WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Opinion Letter: WILSON SONSINI – Exhibit-8.1 {SEQUENCE}4 {DESCRIPTION}OPINION OF WILSON SONSINI GOODRICH & ROSATI {PAGE} 1 Exhibit 8.1 April 15, 1999 3Dfx Interactive, Inc. 4435 Wilson Sonsini – filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Wilson Sonsini Goodrich & Rosati ------------------------------------ WILSON SONSINI GOODRICH & ROSATI Professional Corporation WILSON SONSINI – as an exhibit to the Registration Statement. Very truly yours, /s/ Wilson Sonsini Goodrich & Rosati ------------------------------------ WILSON SONSINI GOODRICH & ROSATI Professional Corporation dt 30811
$37	Preview Full Doc	1999	Opinion Letter Opinion Letter (9K) Doc #109126: Click preview link for longer preview. LOCKE LIDDELL & SAPP LLP 2200 Ross Avenue, Suite 220 Dallas, Texas 75201 April 15, 1999 STB Systems, Inc. 3400 Waterview Parkway Richardson, Texas 75080 Ladies and Gentlemen: We have acted as counsel to STB Systems, Inc., a Texas corporation (the "Company") in connection with the proposed merger (the "Merger") of Voodoo Merger Sub, Inc., a Texas corporation ("Sub") that is also a wholly owned subsidiary of 3Dfx Interactive, Inc., a California corporation ("Parent"), with and into the Company pursuant to the terms of that Agreement and Plan of Reorganization dated as of December 13, 1998 (the "Merger Agreement") by and among the Company, Parent and Sub. This opinion is being delivered to you in connection with the registration statement of the Parent on Form S-4, filed with the Securities and Exchange Commission on April 15, 1999 under the Securities Act of 1933, as amended (the "Registration Statement"). This opinion is being rendered pursuant to the requirements of Form S-4 under the Securities Act of 1933, as amended. Capitalized terms used hereunder but not defined have the meanings ascribed to them in the Merger Agreement or the Registration Statement. In rendering this opinion we have examined and are relying upon such documents (including all exhibits and schedules attached thereto) as we have deemed relevant or necessary, including (i) the Merger Agreement, (ii) the Registration Statement and (iii) such other documents as we have deemed necessary or appropriate in order to enable us to render the opinion below, and our opinion is conditioned upon (without any independent investigation or review thereof) the truth and accuracy, at all relevant times, of the representations and warranties, covenants and statements contained therein. This opinion is also subject to and conditioned upon the receipt by counsel prior to the Effective Time of the Merger of certain written tax representation letters (the "Tax Representation Letters") of the Parent, Sub and the Company satisfactory to counsel. The initial and continuing truth and accuracy of the representations 109126	3Dfx Interactive 3Dfx Interactive, Inc. ( Software & Programming ) As referenced in this Opinion Letter: 3DFX INTERACTIVE INC – 3DFX INTERACTIVE INC _____________ 3Dfx Interactive, Inc. – a Texas corporation (the "Company") in connection with the proposed merger (the "Merger") of Voodoo Merger Sub, Inc., a Texas corporation ("Sub") that is also a wholly owned subsidiary of 3Dfx Interactive, Inc. , a California corporation ("Parent"), with and into the Company pursuant to the terms of that Agreement and Plan of Reorganization dated as of December 13, 1998 (the "Merger Agreement") _____________ dt 1851333 ; 3Dfx Interactive 3Dfx Interactive, Inc. ( Software & Programming ) As referenced in this Opinion Letter: 3Dfx Interactive, Inc. – a Texas corporation (the "Company") in connection with the proposed merger (the "Merger") of Voodoo Merger Sub, Inc., a Texas corporation ("Sub") that is also a wholly owned subsidiary of 3Dfx Interactive, Inc. , a California corporation ("Parent"), with and into the Company pursuant to the terms of that Agreement and Plan of Reorganization dated as of December 13, 1998 (the "Merger Agreement") _____________ dt 1545511 ;	Locke Liddell Locke Liddell & Sapp LLP ( Legal ) As referenced in this Opinion Letter: LOCKE LIDDELL – Exhibit-8.2 {SEQUENCE}5 {DESCRIPTION}OPINION OF LOCKE LIDDELL & SAPP LLP {PAGE} 1 Exhibit 8.2 LOCKE LIDDELL & SAPP LLP 2200 Ross Avenue, LOCKE LIDDELL – 2 {SEQUENCE}5 {DESCRIPTION}OPINION OF LOCKE LIDDELL & SAPP LLP {PAGE} 1 Exhibit 8.2 LOCKE LIDDELL & SAPP LLP 2200 Ross Avenue, Suite 220 Dallas, Texas 75201 April 15, 1999 STB Locke Liddell – The Merger and Related Transactions - Material Federal Income Tax Matters" and "Legal Matters." Sincerely, /s/ Locke Liddell & Sapp LLP ---------------------------- LOCKE LIDDELL & SAPP LLP LOCKE LIDDELL – Transactions - Material Federal Income Tax Matters" and "Legal Matters." Sincerely, /s/ Locke Liddell & Sapp LLP ---------------------------- LOCKE LIDDELL & SAPP LLP dt 38081 ; STB Systems, Inc.
$41	Preview Full Doc	2003	Opinion Letter Re: Registration Statement on Form SB-2 Opinion Letter Re: Registration Statement on Form SB-2 (2K) Doc #130851: Click preview link for longer preview. PILLSBURY WINTHROP LLP 2550 Hanover Street Palo Alto, California 94304 September 4, 2003 US Dataworks, Inc. 5301 Hollister Road, Suite 250 Houston, Texas 77040 Re: Registration Statement on Form SB-2 Ladies and Gentlemen: We are acting as counsel for US Dataworks, Inc., a Nevada corporation (the "Company"), in connection with the Registration Statement on Form SB-2 relating to the registration under the Securities Act of 1933 (the "Act") of 40,304,184 shares of Common Stock, par value $.0001 per share (the "Common Stock") of the Company, all of which are to be offered and sold by certain shareholders of the Company (the "Selling Shareholders"). (Such Registration Statement, as amended, and including any registration statement related thereto and filed pursuant to Rule 462(b) under the Act (a "Rule 462(b) registration statement") is herein referred to as the "Registration Statement.") 130851	Pillsbury Pillsbury Winthrop LLP As referenced in this Opinion Letter Re: Registration Statement on Form SB-2: PILLSBURY WINTHROP – TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}usdata_sb2ex5-1.txt {TEXT} {PAGE} EXHIBIT 5.1 PILLSBURY WINTHROP LLP 2550 Hanover Street Palo Alto, California 94304 September 4, 2003 US Dataworks, Inc. Pillsbury Winthrop – rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Pillsbury Winthrop LLP {/TEXT} {/DOCUMENT} dt 33109 ; Pillsbury Pillsbury Winthrop LLP ; US Dataworks US Dataworks, Inc. ( Software & Programming ) As referenced in this Opinion Letter Re: Registration Statement on Form SB-2: US Dataworks, Inc. – {DOCUMENT} {TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}usdata_sb2ex5-1.txt {TEXT} {PAGE} EXHIBIT 5.1 PILLSBURY WINTHROP LLP 2550 Hanover Street Palo Alto, California 94304 September 4, 2003 US Dataworks, Inc. 5301 Hollister Road, Suite 250 Houston, Texas 77040 Re: Registration Statement on Form SB-2 Ladies and Gentlemen: We are acting as counsel for US Dataworks, Inc., a Nevada _____________ US Dataworks, Inc. – September 4, 2003 US Dataworks, Inc. 5301 Hollister Road, Suite 250 Houston, Texas 77040 Re: Registration Statement on Form SB-2 Ladies and Gentlemen: We are acting as counsel for US Dataworks, Inc. , a Nevada corporation (the "Company"), in connection with the Registration Statement on Form SB-2 relating to the registration under the Securities Act of 1933 (the "Act") of 40, _____________ dt 1545348 ;	US Dataworks US Dataworks, Inc. ( Software & Programming ) As referenced in this Opinion Letter Re: Registration Statement on Form SB-2: US Dataworks, Inc. – {DOCUMENT} {TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}usdata_sb2ex5-1.txt {TEXT} {PAGE} EXHIBIT 5.1 PILLSBURY WINTHROP LLP 2550 Hanover Street Palo Alto, California 94304 September 4, 2003 US Dataworks, Inc. 5301 Hollister Road, Suite 250 Houston, Texas 77040 Re: Registration Statement on Form SB-2 Ladies and Gentlemen: We are acting as counsel for US Dataworks, Inc., a Nevada _____________ US Dataworks, Inc. – September 4, 2003 US Dataworks, Inc. 5301 Hollister Road, Suite 250 Houston, Texas 77040 Re: Registration Statement on Form SB-2 Ladies and Gentlemen: We are acting as counsel for US Dataworks, Inc. , a Nevada corporation (the "Company"), in connection with the Registration Statement on Form SB-2 relating to the registration under the Securities Act of 1933 (the "Act") of 40, _____________ dt 1545387 ; Pillsbury Pillsbury Winthrop LLP ( Legal ) As referenced in this Opinion Letter Re: Registration Statement on Form SB-2: PILLSBURY WINTHROP – TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}usdata_sb2ex5-1.txt {TEXT} {PAGE} EXHIBIT 5.1 PILLSBURY WINTHROP LLP 2550 Hanover Street Palo Alto, California 94304 September 4, 2003 US Dataworks, Inc. Pillsbury Winthrop – rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Pillsbury Winthrop LLP {/TEXT} {/DOCUMENT} dt 33109 ; Pillsbury Pillsbury Winthrop LLP ( Legal )
$39	Preview Full Doc	2003	Opinion Letter Re: Registration Statement on Form S-4 Opinion Letter Re: Registration Statement on Form S-4 (2K) Doc #131663: Click preview link for longer preview. July 3, 2003 PalmSource, Inc. 1240 Crossman Ave. Sunnyvale, California 94089-1116 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We have examined the Registration Statement on Form S-4 filed by you with the Securities and Exchange Commission (SEC) on July 3, 2003 (as such may be further amended or supplemented, the Registration Statement), in connection with the registration under the Securities Act of 1933, as amended, of shares of your common stock (the Shares) that are to be distributed to the holders of Palm, Inc. common stock in connection with your separation from Palm, Inc. as described in the Registration Statement (the Transaction). As your legal counsel, we have examined the proceedings taken, and are familiar with the proceedings proposed to be taken, including actions of your board of directors and stockholders and instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinion hereinafter expressed, by you in connection with the distribution of the Shares in the Transaction. 131663	PalmSource PalmSource, Inc. ( Software & Programming ) As referenced in this Opinion Letter Re: Registration Statement on Form S-4: PalmSource, Inc. – Rosati, Professional Corporation EX-5.1 7 dex51.htm OPINION OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION Exhibit 5.1 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD] July 3, 2003 PalmSource, Inc. 1240 Crossman Ave. Sunnyvale, California 94089-1116 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We have examined the Registration Statement on Form S-4 filed by _____________ dt 1543743 ; PalmSource PalmSource, Inc. ( Software & Programming ) As referenced in this Opinion Letter Re: Registration Statement on Form S-4: PalmSource, Inc. – Rosati, Professional Corporation EX-5.1 7 dex51.htm OPINION OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION Exhibit 5.1 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD] July 3, 2003 PalmSource, Inc. 1240 Crossman Ave. Sunnyvale, California 94089-1116 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We have examined the Registration Statement on Form S-4 filed by _____________ dt 1543838 ;	WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Opinion Letter Re: Registration Statement on Form S-4: Wilson Sonsini – Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation EX-5.1 7 dex51.htm OPINION OF WILSON SONSINI WILSON SONSINI – of Wilson Sonsini Goodrich & Rosati, Professional Corporation EX-5.1 7 dex51.htm OPINION OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION Exhibit 5.1 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD] [WILSON SONSINI – 7 dex51.htm OPINION OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION Exhibit 5.1 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD] July 3, 2003 PalmSource, Inc. 1240 Crossman Ave. Sunnyvale, California WILSON SONSINI – Statement, including the prospectus constituting a part thereof, and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati Wilson Sonsini – and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati dt 30838 ; Palm, Inc.
$31	Preview Full Doc	2003	Opinion Letter Opinion Letter (6K) Doc #161049: Click preview link for longer preview. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 September 8, 2003 Keane, Inc. 100 City Square Boston, MA 02129 Ladies and Gentlemen: This opinion is furnished to you in connection with a Registration Statement on Form S-3 (the Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), for the registration of an aggregate of $150,000,000 of 2% Convertible Subordinated Debentures due 2013 (the Debentures) and the underlying shares of common stock issuable upon the conversion of such Debentures (the Shares and, together with the Debentures, the Securities) of Keane, Inc., a Massachusetts corporation (the Company). The Securities are being registered on behalf of certain securityholders of the Company (the Selling Securityholders). The Debentures were issued pursuant to an Indenture, dated June 18, 2003 (the Indenture), among the Company and Wachovia Bank, National Association as trustee (the Trustee). We are acting as counsel for the Company in connection with the registration by the Company of the Securities. We have examined signed copies of the Registration Statement to be filed with the Commission. We have also examined and relied upon the Registration Rights Agreement, dated June 18, 2003, the Indenture, resolutions adopted by the board of directors of the Company, the Articles of Organization and Second Amended and Restated By-Laws of the Company, each as amended and restated to date, and such other documents as we have deemed necessary for the purposes of rendering the opinions hereinafter set forth. 161049	Keane Keane, Inc. ( Software & Programming ) As referenced in this Opinion Letter: Keane, Inc. – DORR LLP EX-5.1 3 dex51.htm OPINION OF HALE AND DORR LLP EXHIBIT 5.1 Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 September 8, 2003 Keane, Inc. 100 City Square Boston, MA 02129 Ladies and Gentlemen: This opinion is furnished to you in connection with a Registration Statement on Form S-3 (the Registration Statement) to _____________ Keane, Inc. – Subordinated Debentures due 2013 (the Debentures) and the underlying shares of common stock issuable upon the conversion of such Debentures (the Shares and, together with the Debentures, the Securities) of Keane, Inc. , a Massachusetts corporation (the Company). The Securities are being registered on behalf of certain securityholders of the Company (the Selling Securityholders). The Debentures were issued pursuant to an Indenture, _____________ dt 1469932 ; Keane Keane, Inc. ( Software & Programming ) As referenced in this Opinion Letter: Keane, Inc. – DORR LLP EX-5.1 3 dex51.htm OPINION OF HALE AND DORR LLP EXHIBIT 5.1 Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 September 8, 2003 Keane, Inc. 100 City Square Boston, MA 02129 Ladies and Gentlemen: This opinion is furnished to you in connection with a Registration Statement on Form S-3 (the Registration Statement) to _____________ Keane, Inc. – Subordinated Debentures due 2013 (the Debentures) and the underlying shares of common stock issuable upon the conversion of such Debentures (the Shares and, together with the Debentures, the Securities) of Keane, Inc. , a Massachusetts corporation (the Company). The Securities are being registered on behalf of certain securityholders of the Company (the Selling Securityholders). The Debentures were issued pursuant to an Indenture, _____________ dt 1469948 ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Opinion Letter: Wachovia Bank, – the Company (the Selling Securityholders). The Debentures were issued pursuant to an Indenture, dated June 18, 2003 (the Indenture), among the Company and Wachovia Bank, National Association as trustee (the Trustee). We are acting as counsel for the Company in connection with the registration by the Company _____________ dt 88784 ; Hale and Dorr Hale and Dorr LLP ( Legal ) As referenced in this Opinion Letter: HALE AND DORR – OPINION OF HALE AND DORR LLP EX-5.1 3 dex51.htm OPINION OF HALE AND DORR LLP EXHIBIT HALE AND DORR – OPINION OF HALE AND DORR LLP EX-5.1 3 dex51.htm OPINION OF HALE AND DORR LLP EXHIBIT 5.1 Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Hale and Dorr – EX-5.1 3 dex51.htm OPINION OF HALE AND DORR LLP EXHIBIT 5.1 Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 September 8, 2003 Keane, Inc. 100 City HALE AND DORR – the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ HALE AND DORR LLP Hale and Dorr LLP Hale and Dorr – the rules and regulations of the Commission. Very truly yours, /s/ HALE AND DORR LLP Hale and Dorr LLP dt 37129
$35	Preview Full Doc	2003	Opinion Letter Re: Registration Statement on Form S-3 Opinion Letter Re: Registration Statement on Form S-3 (4K) Doc #162541: Click preview link for longer preview. November 7, 2003 (212) 351-4000 C 18861-00100 Cadence Design Systems, Inc. 2655 Seely Avenue, Building 5 San Jose, California 95134 Re: Registration Statement on Form S-3 of Cadence Design Systems, Inc. Ladies and Gentlemen: We have acted as counsel to Cadence Design Systems, Inc., a Delaware corporation (the Company), in connection with the preparation of a Registration Statement on Form S-3 (the Registration Statement) to be filed with the . . . 162541	Cadence Design Cadence Design Systems Inc. ( Software & Programming ) As referenced in this Opinion Letter Re: Registration Statement on Form S-3: Cadence Design Systems, Inc. – Exhibit 5.1 EX-5.1 3 f94300orexv5w1.htm EXHIBIT 5.1 Exhibit 5.1 November 7, 2003 (212) 351-4000 C 18861-00100 Cadence Design Systems, Inc. 2655 Seely Avenue, Building 5 San Jose, California 95134 Re: Registration Statement on Form S-3 of Cadence Design Systems, Inc. Ladies and Gentlemen: We have acted as counsel _____________ Cadence Design Systems, Inc. – November 7, 2003 (212) 351-4000 C 18861-00100 Cadence Design Systems, Inc. 2655 Seely Avenue, Building 5 San Jose, California 95134 Re: Registration Statement on Form S-3 of Cadence Design Systems, Inc. Ladies and Gentlemen: We have acted as counsel to Cadence Design Systems, Inc., a Delaware corporation (the Company), in connection with the preparation of a Registration Statement on Form _____________ Cadence Design Systems, Inc. – 2655 Seely Avenue, Building 5 San Jose, California 95134 Re: Registration Statement on Form S-3 of Cadence Design Systems, Inc. Ladies and Gentlemen: We have acted as counsel to Cadence Design Systems, Inc. , a Delaware corporation (the Company), in connection with the preparation of a Registration Statement on Form S-3 (the Registration Statement) to be filed with the Securities and Exchange _____________ Cadence Design Systems, Inc. – submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies. Cadence Design Systems, Inc. Page 2 Based on our examination described above, subject to the assumptions stated above and relying on the statements of fact contained in the documents that we have examined, _____________ dt 1467212 ; Cadence Design Cadence Design Systems Inc. ( Software & Programming ) As referenced in this Opinion Letter Re: Registration Statement on Form S-3: Cadence Design Systems, Inc. – Exhibit 5.1 EX-5.1 3 f94300orexv5w1.htm EXHIBIT 5.1 Exhibit 5.1 November 7, 2003 (212) 351-4000 C 18861-00100 Cadence Design Systems, Inc. 2655 Seely Avenue, Building 5 San Jose, California 95134 Re: Registration Statement on Form S-3 of Cadence Design Systems, Inc. Ladies and Gentlemen: We have acted as counsel _____________ Cadence Design Systems, Inc. – November 7, 2003 (212) 351-4000 C 18861-00100 Cadence Design Systems, Inc. 2655 Seely Avenue, Building 5 San Jose, California 95134 Re: Registration Statement on Form S-3 of Cadence Design Systems, Inc. Ladies and Gentlemen: We have acted as counsel to Cadence Design Systems, Inc., a Delaware corporation (the Company), in connection with the preparation of a Registration Statement on Form _____________ Cadence Design Systems, Inc. – 2655 Seely Avenue, Building 5 San Jose, California 95134 Re: Registration Statement on Form S-3 of Cadence Design Systems, Inc. Ladies and Gentlemen: We have acted as counsel to Cadence Design Systems, Inc. , a Delaware corporation (the Company), in connection with the preparation of a Registration Statement on Form S-3 (the Registration Statement) to be filed with the Securities and Exchange _____________ Cadence Design Systems, Inc. – submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies. Cadence Design Systems, Inc. Page 2 Based on our examination described above, subject to the assumptions stated above and relying on the statements of fact contained in the documents that we have examined, _____________ dt 1484664 ;	J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Opinion Letter Re: Registration Statement on Form S-3: J.P. Morgan Securities – Notes and the Shares are being registered pursuant to the Registration Rights Agreement, dated August 15, 2003, by and among the Company and J.P. Morgan Securities Inc. and SG Cowen Securities Corporation, filed as Exhibit 4.7 to the Registration Statement. This opinion is being furnished in accordance with _____________ dt 98072 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Opinion Letter Re: Registration Statement on Form S-3: GIBSON, DUNN – the General Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/ GIBSON, DUNN & CRUTCHER LLP GJC/SLM/PAC dt 36876
$35	Preview Full Doc	2003	Opinion Letter Re: Post-Effective Amendment No. 1 Registration Statement on Form S-8 to Form S-4 Opinion Letter Re: Post-Effective Amendment No. 1 Registration Statement on Form S-8 to Form S-4 (4K) Doc #164159: Click preview link for longer preview. September 12, 2003 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588 Re: Post-Effective Amendment No. 1 Registration Statement on Form S-8 to Form S-4 of PeopleSoft, Inc. Ladies and Gentlemen: We refer to the post-effective amendment No. 1 to registration statement on Form S-8 to Form S-4 ("Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act") filed by PeopleSoft, Inc., a Delaware corporation (the "Company"), with respect to the proposed offering by the Company of up to 8,422,891 shares (the "Shares") of the common stock of the Company, $.01 par value per share (the "Common Stock"), subject to issuance by the Company upon exercise of options granted under J.D. Edwards & Company 1992 Incentive Stock Option Plan, J.D. Edwards & Company 1992 Nonqualified Stock Option Plan, J.D. Edwards & Company 1997 Equity Incentive Plan, J.D. Edwards & Company 2003 Equity Incentive Plan, and J.D. Edwards & Company YOUcentric 2000 Equity Compensation Plan (the "Plans") assumed by the Company as of August 29, 2003 pursuant to the terms of the Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of June 16, 2003, among the Company, Jersey Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Company, and J.D. Edwards & Company, a Delaware corporation. 164159	PeopleSoft PeopleSoft, Inc. ( Software & Programming ) As referenced in this Opinion Letter Re: Post-Effective Amendment No. 1 Registration Statement on Form S-8 to Form S-4: PeopleSoft, Inc. – {DOCUMENT} {TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}f93048exv5w1.txt {DESCRIPTION}EXHIBIT 5.1 {TEXT} {PAGE} EXHIBIT 5.1 [Letterhead of Gibson, Dunn & Crutcher LLP] September 12, 2003 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588 Re: Post-Effective Amendment No. 1 Registration Statement on Form S-8 to Form S-4 of PeopleSoft, Inc. Ladies and Gentlemen: We _____________ PeopleSoft, Inc. – Crutcher LLP] September 12, 2003 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588 Re: Post-Effective Amendment No. 1 Registration Statement on Form S-8 to Form S-4 of PeopleSoft, Inc. Ladies and Gentlemen: We refer to the post-effective amendment No. 1 to registration statement on Form S-8 to Form S-4 ("Registration Statement"), under the Securities Act _____________ PeopleSoft, Inc. – effective amendment No. 1 to registration statement on Form S-8 to Form S-4 ("Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act") filed by PeopleSoft, Inc. , a Delaware corporation (the "Company"), with respect to the proposed offering by the Company of up to 8,422,891 shares (the "Shares") of the common stock of the _____________ dt 1544059 ; PeopleSoft PeopleSoft, Inc. ( Software & Programming ) As referenced in this Opinion Letter Re: Post-Effective Amendment No. 1 Registration Statement on Form S-8 to Form S-4: PeopleSoft, Inc. – {DOCUMENT} {TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}f93048exv5w1.txt {DESCRIPTION}EXHIBIT 5.1 {TEXT} {PAGE} EXHIBIT 5.1 [Letterhead of Gibson, Dunn & Crutcher LLP] September 12, 2003 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588 Re: Post-Effective Amendment No. 1 Registration Statement on Form S-8 to Form S-4 of PeopleSoft, Inc. Ladies and Gentlemen: We _____________ PeopleSoft, Inc. – Crutcher LLP] September 12, 2003 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588 Re: Post-Effective Amendment No. 1 Registration Statement on Form S-8 to Form S-4 of PeopleSoft, Inc. Ladies and Gentlemen: We refer to the post-effective amendment No. 1 to registration statement on Form S-8 to Form S-4 ("Registration Statement"), under the Securities Act _____________ PeopleSoft, Inc. – effective amendment No. 1 to registration statement on Form S-8 to Form S-4 ("Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act") filed by PeopleSoft, Inc. , a Delaware corporation (the "Company"), with respect to the proposed offering by the Company of up to 8,422,891 shares (the "Shares") of the common stock of the _____________ dt 1362743 ;	Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Opinion Letter Re: Post-Effective Amendment No. 1 Registration Statement on Form S-8 to Form S-4: Gibson, Dunn – 3 {FILENAME}f93048exv5w1.txt {DESCRIPTION}EXHIBIT 5.1 {TEXT} {PAGE} EXHIBIT 5.1 [Letterhead of Gibson, Dunn & Crutcher LLP] September 12, 2003 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588 Re: /GIBSON, DUNN – the General Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/GIBSON, DUNN & CRUTCHER LLP GIBSON, DUNN & CRUTCHER LLP {/TEXT} {/DOCUMENT} GIBSON, DUNN – Regulations of the Securities and Exchange Commission. Very truly yours, /s/GIBSON, DUNN & CRUTCHER LLP GIBSON, DUNN & CRUTCHER LLP {/TEXT} {/DOCUMENT} dt 36882 ; J.D. Edwards & Company
$34	Preview Full Doc	2003	Opinion Letter Re: Diversinet Corp. (the "Company") Opinion Letter Re: Diversinet Corp. (the "Company") (11K) Doc #169596: Click preview link for longer preview. Diversinet Corp. 2225 Sheppard Avenue East, Suite 1801, Toronto, ON M2J 5C2 Dear Sirs: RE: DIVERSINET CORP. (THE "COMPANY") We have acted as special Canadian counsel to the Company in connection with: (i) the issue and sale by the Company of 5,000,000 common shares (the "Placement Shares") in the capital of the Company pursuant to stock purchase agreements (the "Purchase Agreements") made as of May 15, 2003 and as accepted by the Company June 23, 2003 among the Company and each of the Purchasers (the "Purchasers") named therein (such transaction being referred to as the "Private Placement"); (ii) the issue by the Company of 40,000 common shares in the capital of the Company (the "Retainer Shares") as directed by Sunrise Securities Corp. (the "Agent") in respect of the Retainer Fee under the Financial Advisory and Investment Banking Agreement (the "Advisory Agreement") dated May 9, 2003, 2003 between the Company and the Agent; (iii) the issue by the Company of 500,000 warrants (the "Broker Warrants") under the terms of the Advisory Agreement and as directed by the Agent, with each Broker Warrant entitling the holder to subscribe for one common share in the capital of the Company (the "Broker Warrant Shares") during the period stated therein at a price of US$0.62 (subject to adjustment in accordance with the term thereof); (iv) the issue by the Company of 500,000 common shares in the capital of the Company (the "Fee Shares") in respect of the fee payable to the Agent in connection with the Private Placement under the terms of the Advisory Agreement and as directed by the Agent; (v) the issue by the Company of 200,000 common shares in the capital of the Company (the "PR Shares") under the terms of the a Public Relations Agreement (the "PR Agreement") dated May 14, 2003 between the Company and Sunrise Financial Group, Inc. and as directed by Sunrise Financial Group, Inc.; (vi) the issue by the Company of 100,000 warrants (the "PR Warrants") under the terms of the PR Agreement and as directed by Sunrise Financial Group, Inc., with each PR Warrant entitling the holder to subscribe for one common share in the capital of the Company (the "PR Warrant Shares") during the period stated therein at a price of US$0.60 (subject to adjustment in accordance with the term thereof); (vii) the issue by the Company of 250,000 common shares in the capital of the Company (the "Business Development Shares") under the terms of a Business Development Agreement dated May 14, 2003 between the Company and iSimplify LLC (the "Business Development Agreement") and as directed by iSimplify LLC; (viii) the review of an aggregate of 120,000 warrants of the Company dated January 2, 2003 issued to five individuals in accordance with a direction of Parul Atul Parikh (the "DSS Warrants"), with each DSS Warrant entitling the holder to subscribe for one common share in the capital of the Company (the "DSS Warrant Shares") at a price of US$3.75 (after giving effect to a subsequent 10 for one share consolidation) during the periods specified therein with respect to a specified number of common shares; (ix) the review of an Advisory Board Consultant Agreement between the Company, Good Harbor Consulting, LLC ("Good Harbor") and Richard Clarke effective July 1, 2003 (the "Good Harbor Agreement") pursuant to which the Company has agreed to issue 50,000 warrants (the "Good Harbor Warrants") to Good Harbor, with each Good Harbor Warrant entitling the holder to subscribe for one common share in the capital of the Company (the "Good Harbor Warrant Shares") at a price of 169596	Diversinet Diversinet Corp. ( Software & Programming ) As referenced in this Opinion Letter Re: Diversinet Corp. (the "Company"): Diversinet Corp. – {DOCUMENT} {TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}doc2.txt {TEXT} September 15, 2003 Exhibit 5.1 Diversinet Corp. 2225 Sheppard Avenue East, Suite 1801, Toronto, ON M2J 5C2 Dear Sirs: RE: DIVERSINET CORP. (THE "COMPANY") We have acted as special Canadian counsel to the Company in connection _____________ DIVERSINET CORP. – EX-5.1 {SEQUENCE}3 {FILENAME}doc2.txt {TEXT} September 15, 2003 Exhibit 5.1 Diversinet Corp. 2225 Sheppard Avenue East, Suite 1801, Toronto, ON M2J 5C2 Dear Sirs: RE: DIVERSINET CORP. (THE "COMPANY") We have acted as special Canadian counsel to the Company in connection with: (i) the issue and sale by the Company of 5,000,000 common shares ( _____________ dt 1468510
$40	Preview Full Doc	2003	Opinion Letter Re: Form S-3 Registration Statement Opinion Letter Re: Form S-3 Registration Statement (4K) Doc #177808: Click preview link for longer preview. September 16, 2003 Tumbleweed Communications Corp. 700 Saginaw Drive Redwood City, California 94063 Re: Tumbleweed Communications Corp. Form S-3 Registration Statement Ladies and Gentlemen: We have acted as special counsel to Tumbleweed Communications Corp., a Delaware corporation (the "Company"), in connection with the registration for resale of 86,538 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), issued in connection with the Common Stock Issuance Agreement by and between the Company and Wizcom AG ("Wizcom") dated August 6, 2003 (the "Stock Issuance Agreement"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). 177808	Tumbleweed Tumbleweed Communications Corp. ( Software & Programming ) As referenced in this Opinion Letter Re: Form S-3 Registration Statement: Tumbleweed Communications Corp. – {DOCUMENT} {TYPE}EX-5 {SEQUENCE}3 {FILENAME}pal120583.txt {DESCRIPTION}EXHIBIT 5.1 {TEXT} September 16, 2003 Tumbleweed Communications Corp. 700 Saginaw Drive Redwood City, California 94063 Re: Tumbleweed Communications Corp. Form S-3 Registration Statement Ladies and Gentlemen: We have acted as special counsel to Tumbleweed Communications Corp., _____________ Tumbleweed Communications Corp. – {DOCUMENT} {TYPE}EX-5 {SEQUENCE}3 {FILENAME}pal120583.txt {DESCRIPTION}EXHIBIT 5.1 {TEXT} September 16, 2003 Tumbleweed Communications Corp. 700 Saginaw Drive Redwood City, California 94063 Re: Tumbleweed Communications Corp. Form S-3 Registration Statement Ladies and Gentlemen: We have acted as special counsel to Tumbleweed Communications Corp., a Delaware corporation (the "Company"), in connection with the registration for _____________ Tumbleweed Communications Corp. – 2003 Tumbleweed Communications Corp. 700 Saginaw Drive Redwood City, California 94063 Re: Tumbleweed Communications Corp. Form S-3 Registration Statement Ladies and Gentlemen: We have acted as special counsel to Tumbleweed Communications Corp. , a Delaware corporation (the "Company"), in connection with the registration for resale of 86,538 shares (the "Shares") of the Company's common stock, par value $0.001 per _____________ dt 1545218 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Opinion Letter Re: Form S-3 Registration Statement: Skadden, – 7 of the Act or the rules and regulations of the Commission. Very truly yours, Skadden, Arps, Slate, Meagher & Flom LLP {/TEXT} {/DOCUMENT} dt 34300
$33	Preview Full Doc	2003	Opinion Letter Re: Form S-8 Registration Statement Opinion Letter Re: Form S-8 Registration Statement (3K) Doc #186019: Click preview link for longer preview. {Letterhead of Pietrantoni Mendez & Alvarez LLP} August 10, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Square Washington, DC 20549 Re: Microsoft Corporation Form S-8 Registration Statement Ladies and Gentlemen: In connection with the Registration Statement on Form S-8 (the "Registration Statement") relating to 286,000 shares of the common stock of Microsoft Corporation (the "Company"), which may be allocated to the accounts of eligible employees participant in the Microsoft Caribbean, Inc. 1165(e) Retirement Plan and the Microsoft Puerto Rico, Inc. 1165(e) Savings Plan (collectively, the "Plans"), adopted and maintained by Microsoft Caribbean, Inc. and Microsoft Puerto Rico, Inc., respectively, which are wholly owned subsidiaries of the Company, and interests therein, it is our opinion that the provisions of the written documents constituting the Plans are in compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended pertaining to such provisions. 186019	Microsoft Microsoft Corp. As referenced in this Opinion Letter Re: Form S-8 Registration Statement: Microsoft Corp – of Pietrantoni Mendez & Alvarez LLP} August 10, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Square Washington, DC 20549 Re: Microsoft Corp oration Form S-8 Registration Statement Ladies and Gentlemen: In connection with the Registration Statement on Form S-8 (the "Registration Statement") relating _____________ Microsoft Corp – In connection with the Registration Statement on Form S-8 (the "Registration Statement") relating to 286,000 shares of the common stock of Microsoft Corp oration (the "Company"), which may be allocated to the accounts of eligible employees participant in the Microsoft Caribbean, Inc. 1165(e) Retirement Plan _____________ dt 116567 ; Microsoft Microsoft Corp. ( Software & Programming ) As referenced in this Opinion Letter Re: Form S-8 Registration Statement: Microsoft Corp – of Pietrantoni Mendez & Alvarez LLP} August 10, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Square Washington, DC 20549 Re: Microsoft Corp oration Form S-8 Registration Statement Ladies and Gentlemen: In connection with the Registration Statement on Form S-8 (the "Registration Statement") relating _____________ Microsoft Corp – In connection with the Registration Statement on Form S-8 (the "Registration Statement") relating to 286,000 shares of the common stock of Microsoft Corp oration (the "Company"), which may be allocated to the accounts of eligible employees participant in the Microsoft Caribbean, Inc. 1165(e) Retirement Plan _____________ dt 116567 ;	Pietrantoni Mendez & Alvarez LLP; Microsoft Puerto Rico, Inc.
$35	Preview Full Doc	2003	Opinion Letter Opinion Letter (1K) Doc #223992: Click preview link for longer preview. October 13, 2003 BroadVision, Inc. 585 Broadway Redwood City, CA 94063 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by BroadVision, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 3,550,000 shares of the Company's Common Stock, $.0001 par value (the "Shares"), pursuant to its 2000 Non-Officer Equity Incentive, as amended and Employee Stock Purchase Plan, as amended (collectively, the "Plans"). 223992	BroadVision BroadVision, Inc. ( Software & Programming ) As referenced in this Opinion Letter: BroadVision, – QuickLinks -- Click here to rapidly navigate through this document Exhibit 5.1 October 13, 2003 BroadVision, Inc. 585 Broadway Redwood City, CA 94063 Ladies and Gentlemen: You have requested our BroadVision, – have requested our opinion with respect to certain matters in connection with the filing by BroadVision, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") dt 21453 ; BroadVision BroadVision, Inc. ( Software & Programming ) As referenced in this Opinion Letter: BroadVision, Inc. – EX-5.1 3 a2120422zex-5_1.htm EXHIBIT 5.1 QuickLinks -- Click here to rapidly navigate through this document Exhibit 5.1 October 13, 2003 BroadVision, Inc. 585 Broadway Redwood City, CA 94063 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by BroadVision, Inc. (the "Company") _____________ BroadVision, Inc. – October 13, 2003 BroadVision, Inc. 585 Broadway Redwood City, CA 94063 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by BroadVision, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 3,550,000 shares _____________ dt 1484625 ;	BroadVision BroadVision, Inc. ( Software & Programming ) As referenced in this Opinion Letter: BroadVision, Inc. – EX-5.1 3 a2120422zex-5_1.htm EXHIBIT 5.1 QuickLinks -- Click here to rapidly navigate through this document Exhibit 5.1 October 13, 2003 BroadVision, Inc. 585 Broadway Redwood City, CA 94063 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by BroadVision, Inc. (the "Company") _____________ BroadVision, Inc. – October 13, 2003 BroadVision, Inc. 585 Broadway Redwood City, CA 94063 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by BroadVision, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 3,550,000 shares _____________ dt 1323290 ; Cooley Godward Cooley Godward LLP ( Legal ) As referenced in this Opinion Letter: Cooley Godward – the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ JAMIE E. CHUNG Jamie E. Chung QuickLinks Exhibit 5.1 dt 34983
$40	Preview Full Doc	2002	Opinion Letter Opinion Letter (2K) Doc #224080: Click preview link for longer preview. August 1, 2002 BroadVision, Inc. 585 Broadway Redwood City, CA 94063 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by BroadVision, Inc. (the Company) of a Registration Statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission covering the offering of up to 1,333,333 shares of the Companys Common Stock, $.0001 par value (the Incentive Shares) pursuant to its Equity Incentive Plan (the Incentive Plan), and 500,000 shares of the Companys Common Stock, $.0001 par value (the Purchase Shares, and collectively with the Incentive Shares, the Shares), pursuant to its Employee Stock Purchase Plan (the Purchase Plan, and collectively with the Incentive Plan, the Plans). 224080	BroadVision BroadVision, Inc. ( Software & Programming ) As referenced in this Opinion Letter: BroadVision, – 5.1 3 a2085778zex-5_1.htm EX-5.1 Exhibit 5.1 August 1, 2002 BroadVision, Inc. 585 Broadway Redwood City, CA 94063 Ladies and Gentlemen: You have requested our BroadVision, – have requested our opinion with respect to certain matters in connection with the filing by BroadVision, Inc. (the Company)