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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER AND HARRISON LLP
June 23, 2000
i2 Technologies, Inc.
One i2 Place
11701 Luna Road
Dallas, Texas 75234
Re: i2 Technologies, Inc.-Registration Statement for Offering of
54,415,821 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to i2 Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
an aggregate of 54,415,821 shares of common stock (the "Shares"). Of these,
40,000,000 Shares are authorized for issuance under the i2 Technologies, Inc.
1995 Stock Option/Stock Issuance Plan (the "i2 1995 Plan"), 7,759,567 Shares are
authorized for issuance under the Aspect Development, Inc. 1997 Nonstatutory
Stock Option Plan (the "Aspect 1997 Plan"), 6,417,134 Shares are authorized for
issuance under the Aspect Development, Inc. 1992 Stock Option Plan (the "Aspect
1992 Plan"), 55,000 Shares are authorized for issuance under the Aspect
Development, Inc, 1996 Outside Directors Stock Option Plan (the "Aspect
Directors Plan"), 141,223 Shares are authorized for issuance under the Aspect
Development, Inc. 1996 Employee Stock Purchase Plan (the "Aspect Purchase
Plan"), 5,306 Shares are authorized for issuance under the Transition Analysis
Component Technology, Inc. 1997 Stock Plan (the "Transition Plan"), 21,613
Shares are authorized for issuance under the Cadis, Inc. 1991 Stock Option Plan
(the "Cadis 1991 Plan") (collectively, the "Acquired Plans") and 15,978 Shares
are authorized for issuance under the Non-Plan Option Grants to Mr. Hanser and
Mr. Blackford (collectively, the "Non-Plan Options"). The Acquired Plans,
together with the outstanding options thereunder, and the Non-Plan Options have
been assumed by the Company in connection with the Company's acquisition of
Aspect Development, Inc. pursuant to an Agreement and Plan of Reorganization
dated March 12, 2000 (the "Plan of Reorganization").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with (i) the amendment
of the i2 1995 Plan, and (ii) the assumption of the Acquired Plans, the options
outstanding thereunder, and the Non-Plan Options. Based on such review, we are
of the opinion that if, as and when the Shares are issued and sold (and the
consideration therefore received) pursuant to (a) the provisions of option
agreements duly authorized under the i2 1995 Plan, the Aspect 1997 Plan, the
Aspect 1992 Plan, the Aspect Directors Plan, the Transition Plan, the Cadis 1991
Plan or the Non-Plan Options and in accordance with the Registration Statement,
or (b) the provisions of duly authorized stock purchase rights under the Aspect
Purchase Plan and in accordance with the Registration Statement, or (c) the
provisions of duly authorized direct stock issuances under the i2 1995 Plan and
in accordance with the Registration Statement, such Shares will be duly
authorized, legally issued, fully paid and nonassessable.
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We consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the i2 1995 Plan, the Acquired Plans, the Non-Plan Options or the
Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
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