Chordiant Software, Inc.
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 3,813,234
shares of the Company's Common Stock, $.001 par value, (the
"Shares") pursuant to the White Spider Software, Inc. 2000 Stock
Incentive Plan, the Company's 1999 Equity Incentive Plan, 1999 Non-Employee
Directors' Stock Option Plan, and the 1999 Employee Stock Purchase Plan (the
"Plans").
In connection with this opinion, we have examined the
Registration Statement, the Plans, 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
Plans 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,