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[LETTERHEAD OF SHAW PITTMAN]
EXHIBIT 5.1
July 14, 2000
webMethods, Inc.
3930 Pender Drive
Fairfax, VA 22030
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have furnished this opinion to you in connection with a Registration
Statement on Form S-4 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), for the registration of an
aggregate of 13,668,947 shares of Common Stock, $.01 par value per share (the
"Shares"), of webMethods Inc. a Delaware corporation (the "Company"), issuable
pursuant to the Agreement and Plan of Merger by and among the Company, Wolf
Acquisition, Inc., a Delaware corporation (the "Merger Subsidiary") and Active
Software, Inc., a Delaware corporation ("Active Software"), dated as of May 20,
2000 (the "Merger Agreement").
We are acting as counsel for the Company in connection with the
issuance by the Company of the Shares. We have examined signed copies of the
Registration Statement as filed with the Commission. We have also examined and
relied upon minutes of meetings of the stockholders and the Board of Directors
of the Company as provided to us by the Company, stock record books of the
Company as provided to us by the Company, the Fifth Amended and Restated
Certificate of Incorporation and the Amended and Restated Bylaws of the
Company, and such other documents as we have deemed necessary for purposes of
rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified photostatic or facsimile copies and the
authenticity of the originals of such latter documents, and legal capacity of
all natural persons who are signatories to such documents.
We assume that the appropriate action will be taken, prior to the
issuance of the Shares in accordance with the Merger Agreement, to register and
qualify the Shares for sale under all applicable state securities or "blue sky"
laws.
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July 14, 2000
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We express no opinion herein as to the laws of any state or jurisdiction
other than the Delaware General Corporation Law statute, reported judicial
decisions interpreting such statute and applicable provisions of the
Constitution of the State of Delaware, and the applicable federal laws of the
United States of America. To the extent that any other laws govern the matters
as to which we are opining herein, we have assumed that such laws are identical
to the state laws of the State of Delaware, and we are expressing no opinion
herein as to whether such assumption is reasonable or correct.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued by the Company have been duly authorized for issuance and
the Shares, when issued in accordance with the terms and conditions of the
Merger Agreement, will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used solely in connection
with the issuance of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set
forth in this letter, and no other opinion should be inferred beyond the matters
expressly stated herein. This opinion is based upon currently existing statutes,
rules, regulations and certain reported judicial decisions, and we disclaim any
obligation to advise you of any changes in any of these sources of law or
subsequent legal or factual developments which might affect any matters or
opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Joint Proxy Statement/Prospectus under the
caption "Legal Matters." In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or rules and regulations of the Commission.
Very truly yours,
/s/SHAW PITTMAN
Shaw Pittman
A Partnership Including
Professional Corporations
