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EXHIBIT 5.1
[Letterhead of Wilson Sonsini Goodrich & Rosati]
September 14, 2000
Peregrine Systems, Inc.
3611 Valley Centre Drive
San Diego, California 92130
RE: REGISTRATION STATEMENT ON FORM S-8: LORAN NETWORK HOLDING
CORPORATION INC. SHARE OPTION PLAN, KEY EMPLOYEE SHARE OPTION
AGREEMENT DATED DECEMBER 1, 1998 IN FAVOR OF LEIGHTON POWELL
FOR AN OPTION TO PURCHASE 250,000 LORAN CLASS A SHARES, KEY
EMPLOYEE SHARE OPTION AGREEMENT DATED DECEMBER 1, 1998 IN
FAVOR OF DAVID LEVY FOR AN OPTION TO PURCHASE 250,000 LORAN
CLASS A SHARES, KEY EMPLOYEE SHARE OPTION AGREEMENT DATED
DECEMBER 1, 1998 IN FAVOR OF LEIGHTON POWELL FOR AN OPTION TO
PURCHASE 750,000 LORAN CLASS A SHARES, KEY EMPLOYEE SHARE
OPTION AGREEMENT DATED DECEMBER 1, 1998 IN FAVOR OF DAVID LEVY
FOR AN OPTION TO PURCHASE 525,000 LORAN CLASS A SHARES, OPTION
AGREEMENT DATED OCTOBER 25, 1999 IN FAVOR OF STEVEN DAUBER FOR
AN OPTION TO PURCHASE 650,000 LORAN CLASS B SHARES AND OPTION
AGREEMENT DATED JANUARY 18, 2000 IN FAVOR OF STEVEN DAUBER FOR
AN OPTION TO PURCHASE 100,000 LORAN CLASS B SHARES
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about September 14,
2000 (the "Registration Statement") in connection with the registration under
the Securities Act of 1933, amended, of 602,700 shares of your Common Stock
(the "Shares") reserved for issuance under the Loran Network Holding
Corporation Inc. Share Option Plan, the Key Employee Share Option Agreement
dated December 1, 1998 in favor of Leighton Powell for an option to purchase
250,000 Loran Class A Shares, the Key Employee Share Option Agreement dated
December 1, 1998 in favor of David Levy for an option to purchase 250,000
Loran Class A Shares, the Key Employee Share Option Agreement dated December
1, 1998 in favor of Leighton Powell for an option to purchase 750,000 Loran
Class A Shares, the Key Employee Share Option Agreement dated December 1,
1998 in favor of David Levy for an option to purchase 525,000 Loran Class A
Shares, the Option Agreement dated October 25, 1999 in favor of Steven Dauber
for an option to purchase 650,000 Loran Class B Shares and the Option
Agreement dated January 18, 2000 in favor of Steven Dauber for an option to
purchase 100,000 Loran Class B Shares (the "Plans"). As your legal counsel,
we have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of such
Common Stock under the Plans.
It is our opinion that the Shares, as or when issued and sold in the
manner described in the Registration Statement and sold in the manner referred
to in the Plans and pursuant to the agreement which accompanies the Plans, are
or will be legally and validly 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, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
