Exhibit 5.1
August 2, 2000
Chordiant Software, Inc.
20400 Stevens Creek Blvd., Suite #400
Cupertino, CA 95014
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by Chordiant
Software, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission covering the offering of up to 900,000 shares of the Company's Common
Stock, $.001 par value, (the "Shares") pursuant to its 2000 Nonstatutory Equity Incentive
Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement, the Plan, your Amended and Restated
Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us
as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of
all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and
issued in accordance with the Plan and the Registration Statement, will be validly issued, fully paid, and nonassessable (except as
to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred
payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: Eric C. Jensen
