EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
2550 HANOVER STREET
PALO ALTO, CA 94304
October 18, 2000
Docent, Inc.
2444 Charleston Road
Mountain View, CA 94043
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Docent, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
6,000,000 shares of the Company's Common Stock (the "Shares") issuable pursuant
to the Company's 2000 Omnibus Equity Incentive Plan (the "Plan"), it is our
opinion that the Shares have been duly authorized, and when issued and sold in
accordance with the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
E-14155
