EXHIBIT 5.1
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
July 28, 2000
Concero Inc.
6300 Bridgeport Parkway, Building 3
Suite 200
Austin, TX 78730
Re: Concero Inc.
Registration Statement for Offering of an Aggregate of 2,250,000
Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Concero Inc., a Delaware corporation (the
"Company") in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 2,250,000 shares of
common stock (the "Shares") and related stock options for issuance under the
Company's 1996 Stock Option/Stock Issuance Plan, 2000 Non-Officer Stock
Option/Stock Issuance Plan, and Employee Stock Purchase Plan (the "Plans").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
implementation of the Plans. Based on such review, we are of the opinion that,
if, as and when the Shares have been issued and sold (and the consideration
therefor received) pursuant to (a) the provisions of stock option agreements
duly authorized under the Company's 1996 Stock Option/Stock Issuance Plan and
2000 Non-Officer Stock Option/Stock Issuance Plan and in accordance with the
Registration Statement, (b) duly authorized direct stock issuances in accordance
with the Company's 1996 Stock Option/Stock Issuance Plan and 2000 Non-Officer
Stock Option/Stock Issuance Plan and in accordance with the Registration
Statement, or (c) duly authorized stock purchase rights issued under the
Employee Stock Purchase Plan effected in accordance with the Registration
Statement, such Shares will be duly authorized, legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
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