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EXHIBIT 5.1
OPINION OF HELLER EHRMAN WHITE & MCAULIFFE LLP
November 2, 2000
Hyperion Solutions Corporation
1344 Crossman Avenue
Sunnyvale, CA 94089
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Hyperion Solutions Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") which the Company proposes to file with
the Securities Exchange Commission on or about November 2, 2000 for the purposes
of registering under the Securities Exchange Act of 1933, as amended, 2,550,000
shares of its Common Stock, $0.001 par value (the "Shares"). Of the Shares,
600,000 are issuable under the Stock Option Agreement dated as of October 11,
1999 between the Company and Jeffrey R. Rodek (the "Agreement") and 1,950,000
are issuable under the Company's 1999 Stock Option Plan (the "Plan").
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents and instruments submitted to us as
copies.
In rendering our opinion, we have examined the following records, documents
and instruments:
(a) The Restated Certificate of Incorporation of the Company, certified by
the Delaware Secretary of State as of November 1, 2000, and certified
to us by an officer of the Company as being complete and in full force
as of the date of this opinion;
(b) The Bylaws of the Company, as amended to date, certified to us by an
officer of the Company as being complete and in full force and effect
as of the date of this opinion;
(c) A Certificate of Good Standing relating to the Company issued by the
Secretary of State of the State of Delaware as of November 1, 2000;
(d) A Certificate of Status Foreign Corporation issued by the Secretary of
State of the State of California as of November 1, 2000;
(e) A Certificate of an officer of the Company (i) attaching records
certified to us as constituting all records of proceedings and actions
of the Board of Directors, including any committee thereof, and
shareholders of the Company relating to the Shares, and the
Registration Statement, and (ii) certifying as to certain factual
matters;
(f) The Registration Statement;
(g) The Agreement;
(h) The Plan; and
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(i) A letter from Boston Equiserve L.P., the Company's transfer agent,
dated November 1, 2000, as to the number of shares of the Company's
common stock that were outstanding on October 31, 2000.
This opinion is limited to the federal law of the United States of America
and Delaware General Corporation Law, and we disclaim any opinion as to the laws
of any other jurisdiction. We further disclaim any opinion as to any other
statute, rule, regulation, ordinance, order or other promulgation of any other
jurisdiction or any regional or local governmental body or as to any related
judicial or administrative opinion.
Based on the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and issued, (ii) the full
consideration stated in the Agreement and the Plan is paid for each Share and
that such consideration in respect of each Share includes payment of cash or
other lawful consideration, (iii) appropriate certificates evidencing the Shares
are executed and delivered by the Company, and (iv) all applicable securities
laws are complied with, it is our opinion that when issued and sold by the
Company, after payment therefore in the manner provided in the Agreement, Plan
and Registration Statement, the Shares will be legally issued, fully paid and
nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior written consent. We disclaim
any obligation to advise you of any change of law that occurs, or any facts of
which we may become aware, after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe LLP
