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EXHIBIT 5.1
OPINION OF MORRISON & FOERSTER LLP
June 30, 2000
BEA Systems, Inc.
2315 North First Street
San Jose, CA 95113
Ladies and Gentlemen:
At your request, we have examined the registration statement on Form S-3
filed by BEA Systems, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on June 30, 2000 (the "registration
statement") relating to the registration under the Securities Act of 1933, as
amended, of up to 2,616,379 shares of the Company's common stock, $.001 par
value (the "Stock"), being offered by certain selling stockholders specified
therein (the "Selling Stockholders").
As counsel to the Company, we have examined the proceedings taken by the
Company and the Selling Stockholders in connection with the sale by the Selling
Stockholders of up to 2,616,379 shares of Stock.
It is our opinion that the 2,616,379 shares of Stock that may be sold are
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 all references to us in the registration
statement, the prospectus constituting a part thereof and any amendments
thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
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Morrison & Foerster LLP
