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EXHIBIT 5.1
[ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]
November 20, 2000
Onyx Software Corporation
3180 - 139th Avenue SE, Suite 500
Bellevue, WA 98005-4091
Re: Onyx Software Corporation Registration Statement on Form S-3
Ladies and Gentlemen:
We are counsel to Onyx Software Corporation, a Washington corporation (the
"Company"). We have acted as counsel to the Company in connection with the sale
by the Company of a number of shares of the Company's common stock, par value
$.01 per share, valued at up to an aggregate of $100,000,000 (the "Shares") and
in connection with the preparation and filing of a Registration Statement on
Form S-3 (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
We have examined the Registration Statement and such instruments,
documents, and records that we deemed relevant and necessary for the basis of
this opinion, and we have also examined and relied on representations,
statements or certificates of public officials and officers and representatives
of the Company. In this examination, we have assumed (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
Based on this examination, we are of the opinion that upon the happening of
the following events:
(a) the effectiveness of the Registration Statement and any amendments
thereto;
(b) due authorization by the Company of the issuance and sale of the
Shares;
(c) the offering and sale of the Shares as contemplated by the
Registration Statement and in accordance with the Company's actions
authorizing the sale of the Shares; and
(d) receipt by the Company of the consideration for the Shares, as
contemplated by the Registration Statement;
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, and to the reference to our
firm in the prospectus of the Registration Statement under the heading "Legality
of Common Stock." In giving this consent, we do not admit that we are "experts"
within the meaning of that term as used in the Securities Act, or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
