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Exhibit 5.1
[Van Valkenberg Furber Law Group P.L.L.C. Letterhead]
December 5, 2000
Aris Corporation
2229 -- 112th Avenue NE
Bellevue, WA 98004
Ladies and Gentlemen:
We have acted as counsel to Aris Corporation, a Washington
corporation (the "Company"), in connection with the preparation and filing of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), being filed by the
Company with the Securities and Exchange Commission with respect to the issuance
by the Company of up to 2,500,000 shares (the "Shares") of the Company's common
stock, without par value per share, that may be issuable under the Aris
Corporation 2000 Stock Option Plan (the "Plan").
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion. In our examination of the foregoing documents, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies and the authenticity of the originals of
such latter documents. Based upon and subject to the foregoing, we are of the
opinion that upon the happening of the following events:
(a) the filing and effectiveness of the Registration Statement
and any amendments thereto;
(b) registration by the Company's registrar of the Shares;
(c) the issuance and sale of the Shares in accordance with the
terms of the Plan; and
(d) receipt by the Company of the consideration required for
the Shares in accordance with the terms of the applicable
Plan;
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement under the heading "Interest of Named Experts and Counsel." In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
Very truly yours,
/s/ Van Valkenberg Furber Law Group P.L.L.C.
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