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[AKIN, GUMP LETTERHEAD]
August 9, 2000
Software.com, Inc.
525 Anacapa Street
Santa Barbara, CA 93101
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Re: |
Software.com, Inc., Amendment No. 1 to Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special counsel to Software.com, Inc., a Delaware corporation (the "Company"), in connection with the registration, pursuant to a registration statement on Form S-3 (as amended, the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of the offering and sale by the selling stockholders listed in the Registration Statement (the " Selling Stockholders") of 4,178,363 of the Company's common stock, par value $0.001 per share (the "Selling Stockholder Shares").
We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others, as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that when the Selling Stockholder Shares have been sold and delivered as described in the Registration Statement, the Selling Stockholder Shares will be duly authorized, validly issued, fully paid and non-assessable.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
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A. |
We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions ("Laws") of (i) the Laws of the General Corporation Law of the State of Delaware, (ii) the Laws of the State of Texas or (iii) the Federal Laws of the United States of America. |
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B. |
This law firm is a registered limited liability partnership organized under the laws of the State of Texas. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption "Legal Matters". In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement.
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Very truly yours, |
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/S/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. |
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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. |
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