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EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE: (650) 493-9300 FACSIMILE: (650) 493-6811
January 5, 2001
Peregrine Systems, Inc.
3611 Valley Centre Drive
San Diego, California 92130
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on January 5, 2001 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 3,015,076 shares of your Common Stock
(the "Shares"), all of which are authorized and have been previously issued in
connection with your purchase of the Tivoli Service Desk suite of products of
Tivoli Systems, Inc., a wholly owned subsidiary of International Business
Machines Corporation ("IBM"). The Shares are to be offered by IBM for sale to
the public as described in the Registration Statement. As your legal counsel in
connection with this transaction, we have examined the proceedings taken and
proposed to be taken in connection with the sale of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated to be taken prior to the registration of the Shares, including such
proceedings to be carried out in accordance with the securities laws of the
various states, where required, the Shares, when sold in the manner described in
the Registration Statement, 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 the Prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
