EXHIBIT 5.1
McCUTCHEN OPINION
July 21, 2000
NetObjects, Inc.
301 Galveston Drive
Redwood City, CA 94063
REGISTRATION ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to NetObjects, Inc., a Delaware corporation (the
"Company"), in connection with its registration statement on SEC Form S-8 (the
"Registration Statement") of the public offering of up to 3,400,000 shares of
common stock, par value $.01 per share (the "Common Stock"), under the Company's
Amended and Restated 1997 Stock Option Plan (the "Plan").
In this regard, we have examined the Company's Restated Certificate of
Incorporation and Bylaws, each as amended to date, and records of meetings of
and written consents by the stockholders and the directors of the Company. In
addition, we have made such examinations of matters of law as we deemed
appropriate for purposes of this opinion. As to certain factual matters we deem
relevant to this opinion, we have relied upon a certificate of officers of the
Company and have not sought to independently verify the matters stated therein.
Based upon the foregoing, it is our opinion that the 3,400,000 shares of
Common Stock when issued under the Plan, will be validly issued, fully paid and
non-assessable, and no personal liability will attach to the holders of such
shares by reason of the ownership thereof.
This opinion is rendered solely to you in connection with the registration
of the shares of Common Stock under the Registration Statement. We consent to
being named as counsel to the Company in the Registration Statement and to the
inclusion of a copy of this opinion letter as an exhibit to the Registration
Statement. In giving this consent, however, we do not thereby admit that we are
an "expert" within the meaning of the Securities Act of 1933, as amended.
Sincerely yours,
By: Alan B. Kalin
McCutchen, Doyle, Brown & Enersen, LLP
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