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EXHIBIT 5
June 7, 2000
Quintus Corporation
47212 Mission Court
Fremont, California 94539
Re: Quintus Corporation Registration Statement for Offering of 2,980,317
Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of (i) 1,662,867 shares of
Common Stock available for issuance under the Company's 1999 Stock
Incentive Plan, (ii) 681,534 shares of Common Stock under the Employee
Stock Purchase Plan and (iii) 635,916 shares of Common Stock under the
Mustang Software, Inc. 1994 Incentive Stock Option Plan and Nonstatutory
Stock Option Plan. We advise you that, in our opinion, when such shares
have been issued and sold pursuant to the applicable provisions of the
applicable plan, and in accordance with the Registration Statement, such
shares will be validly issued, fully paid and nonassessable shares of the
Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
