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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
November 9, 2000
Intraware, Inc.
2000 Powell Street, Suite 140
Emeryville, CA 94608
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We are acting as counsel for Intraware, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 451,998 shares of common stock, $0.001 par value per share,
(the "Shares") of the Company. The Shares are to be offered and sold by
securityholders of the Company. In this regard we have participated in the
preparation of a Registration Statement on Form S-3 relating to the Shares (such
Registration Statement, as it may be amended from time to time, is herein
referred to as the "Registration Statement").
We are of the opinion that the Shares have been duly authorized and, when
issued by the Company in accordance with this prospectus, will be legally
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
