EXHIBIT 5.1
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
October 27, 2000
Micromuse Inc.
139 Townsend Street
Mezzanine Floor
San Francisco, California 94107
Re: Micromuse Inc. - Registration Statement for Offering of an
Aggregate of 1,715 Shares of Common Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Micromuse Inc., a Delaware corporation
(the "Company"), in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of 3,441
shares of the Company's common stock (the "Shares") issuable in the aggregate
under the NetOps Corporation 1997 Long-Term Incentive Plan ( the "Plan"). The
Plan, together with the outstanding options thereunder, have been assumed by the
Company in connection with the Company's acquisition of NetOps Corporation
pursuant to an Agreement and Plan of Reorganization dated June 21, 2000 (the
"Plan of Reorganization").
This opinion is being furnished in accordance with the requirements
of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the Plan of
Reorganization and the corporate proceedings taken by the Company in connection
with the assumption of the Plan and the outstanding options thereunder. Based on
such review, we are of the opinion that if, as and when the Shares are issued
and sold (and the consideration therefor received) pursuant to the provisions of
option agreements duly authorized under the Plan and in accordance with the
Registration Statement, such Shares will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement.
This opinion letter is rendered as of the date first written above
and we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
