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Exhibit 5.1
[Letterhead of Wilson Sonsini Goodrich & Rosati]
December 20, 2000
Peregrine Systems, Inc.
3611 Valley Centre Drive
San Diego, California 92130
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and 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 December 20, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 2,995,650 shares of your Common Stock
(the "Shares") issuable under the Peregrine Systems, Inc. 1999 Nonstatutory
Stock Option Plan (the "Plan"). As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in
the Plan and pursuant to the agreements which accompany each option granted
under the Plan, the Shares will be legally and validly issued, fully-paid and
non-assessable.
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.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
